John Vandemore
About John M. Vandemore
Independent director of Inspired Entertainment, Inc. since December 2016, age 51 as of April 1, 2025. Currently CFO of Skechers USA, Inc. (since Nov 2017); prior senior finance roles at Mattel, International Game Technology (IGT), and The Walt Disney Company. Education: BBA in Accountancy (Notre Dame) and MBA (Kellogg, Northwestern). The Board classifies him as independent under Nasdaq rules and has designated him the Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skechers USA, Inc. | Chief Financial Officer | Nov 2017–Present | Public company CFO; financial leadership |
| Mattel, Inc. | EVP, Divisional CFO | Sep 2015–Oct 2017 | Division finance lead |
| International Game Technology | CFO and Treasurer | 2012–2015 | Public company CFO; gaming sector experience |
| Walt Disney Imagineering (The Walt Disney Co.) | VP & CFO | 2007–2012 | Division CFO, strategic finance |
| The Walt Disney Co. | VP & Director, Operations Planning & Analysis | 2005–2007 | Corporate FP&A leadership |
| AlixPartners; Goldman Sachs; PwC | Various | Pre-2005 | Advisory, banking, audit foundations |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Skechers USA, Inc. | Chief Financial Officer | Public | Current executive role; no other public directorships disclosed for Vandemore . |
Board Governance
| Topic | Details |
|---|---|
| Board independence | 6 of 7 directors independent; Vandemore is independent . |
| Lead Independent Director | Michael R. Chambrello . |
| Committees | Audit (Chair), Compensation (not a member), Nominating/Governance/Compliance (not listed) . |
| Audit Committee expertise | Vandemore designated “Audit Committee financial expert” . |
| Attendance | 2024: Board met 6 times; all directors attended ≥75% of Board and committee meetings on which they served . |
| Audit Committee activity | Held 11 meetings in 2024, with intensive oversight of SOX and GAAP remediation after restatements filed Feb 2024; direct engagement with Interim CFO, third parties, and external auditors (Marcum/KPMG/CBIZ transition context) . |
| Stock ownership guidelines | Non‑employee directors: 5× annual cash retainer; executives also subject to multiples . |
| Clawback | Dodd-Frank/Nasdaq-compliant compensation recovery policy adopted Aug 2023; restatement-related review deemed immaterial for clawback actions . |
| Insider trading policy | Prohibits margin, short sales, and speculative derivatives; limited long-term hedging with pre-clearance; no approved hedges to date . |
Fixed Compensation (Director)
| Component | Policy (2024) | Vandemore 2024 Actual ($) |
|---|---|---|
| Annual cash retainer | 50,000 | 60,000 (includes +$10k chair cash) |
| Committee chair additional cash | 10,000 (per chair) | Included in 60,000 cash |
| Meeting fees | None disclosed | — |
Performance Compensation (Director Equity)
| Component | Policy (2024) | Vandemore 2024 (Accounting FV) |
|---|---|---|
| Annual RSU award | $100,000 | $64,117 (grant-date FV) |
| Committee chair additional equity | $10,000 | Reflected via formula pricing (see below) |
| Formula price | Grants sized at formula price $15.73 vs. grant-date close $9.17 (explains lower accounting FV) | RSUs vest 25% at grant; remaining 75% on first day of each quarter (Apr 1, Jul 1, Oct 1) |
Performance metric framework (for executives; informs governance rigor): Company uses Adjusted EBITDAB for STIP and Adjusted EBITDAB for performance RSUs; Finance team bonuses tied to SOX/GAAP remediation in 2024–2025; Compensation Committee exercised discretion to partially offset segment anomaly for top execs in 2024, while maintaining overall pay-for-performance constructs .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed for Vandemore . |
| Committee interlocks | Compensation Committee members are Saferin (Chair), Chambrello, Raphaelson; no interlocks disclosed with Vandemore . |
| Notable prior affiliations on board | Multiple directors with prior Scientific Games/Gaming industry affiliations; not identified as related-party for Vandemore . |
Expertise & Qualifications
- Financial leadership across consumer, entertainment, and gaming industries; repeated CFO roles (Skechers, IGT; Disney Imagineering) .
- Audit Committee financial expert; extensive accounting/controls oversight during remediation period .
- Education: BBA (Accountancy, Notre Dame); MBA (Kellogg/Northwestern) .
Equity Ownership
| Holder | Beneficial Ownership | Detail |
|---|---|---|
| John M. Vandemore | 68,470 shares; <1% | Includes 65,284 vested RSUs and 2,186 RSUs scheduled to vest within 60 days of March 28, 2025 record date . |
| RSUs held by directors (FY-end 2024) | Vandemore aggregate RSUs: 63,099; all outstanding RSUs were vested as of 12/31/24 | Directors’ RSU holdings table; vesting status at FY-end . |
| Ownership guidelines | Directors must hold ≥5× annual cash retainer | Company policy; individual compliance status not itemized . |
Governance Assessment
-
Strengths
- Independent director and Audit Chair designated as financial expert; led an unusually intensive 11-meeting audit cadence in 2024 focused on SOX/GAAP remediation post-restatements, with direct coordination among management, third parties, and external auditors—indicative of robust oversight during a control rebuild period .
- Clear prohibitions on shorting/derivatives and a formal clawback policy (Aug 2023) enhance alignment and accountability; director ownership guidelines set at 5× cash retainer .
- Director compensation is modest and equity-heavy by policy; formula-pricing approach results in more units when market price trades below formula price, reinforcing ownership without inflating accounting expense .
-
Watch items / potential red flags
- Company underwent restatements (filed Feb 2024) and received an SEC subpoena (Mar 2024); SEC staff concluded its investigation Jan 2025. Audit fee escalation and successive auditor changes (Marcum → KPMG → Marcum → CBIZ via acquisition) underscore prior control challenges—even as remediation is documented. As Audit Chair, Vandemore’s performance is central; continued monitoring of control effectiveness and external auditor stability is warranted .
- Related-party transactions on the board exist (e.g., family members of other directors/executives employed or consulting), though none involve Vandemore; Audit Committee (which he chairs) reviews/approves such transactions under policy—sustained vigilance is essential to mitigate perceived conflicts .
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Independence, attendance, and engagement
- Independent; board/committee attendance threshold met; elevated engagement evidenced by monthly audit sessions during remediation .
-
Compensation alignment (director)
- 2024 mix for Vandemore: $60k cash; $64,117 grant-date FV in RSUs; policy face values are higher ($100k + $10k chair equity) but formula pricing translates to lower accounting FV—alignment via equity maintained with quarterly vesting; deferral optionality available .
Overall: As Audit Chair and financial expert with multi-company CFO pedigree, Vandemore appears additive for control remediation and financial oversight. Past restatement environment and auditor transitions remain a governance overhang for investors to track through 2025 testing and external auditor attest outcomes; the committee’s structured remediation plan and cadence mitigate, but do not eliminate, risk .
Related Policy References and Signals
- Compensation consultant: FW Cook engaged by Compensation Committee; annual independence assessment—no conflicts found .
- Pay vs. performance disclosure uses Adjusted EBITDA; 2024 executive STIP paid at 38.55% of target overall (with discretion for CEO/Executive Chair); this frames the company’s incentive rigor and discretion philosophy; committee composition excludes Vandemore .
- Auditor transition: CBIZ engaged Apr 2025 following acquisition of Marcum’s attest business; prior KPMG dismissal and Marcum re-engagement disclosed with detail on reportable events; important for Audit Chair oversight evaluation .
Notes on Conflicts and Related-Party Exposure
- No related-party transactions disclosed for Vandemore. Audit Committee charter requires review/approval of related-person transactions; factors include fairness, business purpose, independence impact, and conflicts; interested committee members abstain from voting .
Director Compensation Summary (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John M. Vandemore | 60,000 | 64,117 | 124,117 |
As context, policy rates: Board cash retainer $50k; RSU award $100k; additional $10k cash and $10k RSU for Lead Independent Director; $10k cash and $10k RSU for each committee chair; RSUs sized at formula price $15.73 vs. grant-date closing $9.17; quarterly vesting cadence; settlement deferral optional .
Beneficial Ownership (Record Date: Mar 28, 2025)
| Holder | Shares Beneficially Owned | % of Class | Detail |
|---|---|---|---|
| John M. Vandemore | 68,470 | <1% | Includes 65,284 vested RSUs and 2,186 RSUs vesting within 60 days . |
Director Committee Memberships (2024)
| Committee | Members | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Vandemore, Chambrello, Raphaelson | Vandemore | 11 | SOX/GAAP remediation oversight; financial expert designation for Vandemore . |
| Compensation | Saferin, Chambrello, Raphaelson | Saferin | 9 | Independent consultant (FW Cook) retained; independence affirmed . |
| Nominating, Governance & Compliance | Raphaelson, Saferin, Rogers, Tautscher | Raphaelson | 4 | ESG oversight included . |
Key Risk Indicators & Red Flags
- Restatements filed Feb 2024; SEC subpoena Mar 2024; SEC staff concluded investigation Jan 2025; high audit fees reflect remediation and regulatory response workload .
- Auditor turnover and attest-business acquisition: governance continuity risk mitigated by committee oversight; monitor 2025 ICFR testing and audit outcomes .
- Related-party items on board (others), not involving Vandemore, are policy-governed by the Audit Committee he chairs—heightens need for documented recusals and rigor .