Lorne Weil
About Lorne Weil
A. Lorne Weil (age 79) is Executive Chairman of Inspired Entertainment, serving since the December 2016 business combination; he holds degrees from the University of Toronto (BA), LSE (MS), and Columbia (MBA) and previously led Scientific Games (now Light & Wonder) as Chairman and CEO across multiple periods marked by major acquisitions . On pay-versus-performance, cumulative TSR for a hypothetical $100 investment was $97.76 (2022), $76.23 (2023), and $69.83 (2024), while Adjusted EBITDA was approximately flat ($99.5m in 2022; $99.2m in 2023; $100.1m in 2024) and net income moved from $21.2m (2022) to $6.9m (2023) to $64.8m (2024) . His compensation program concentrates on Adjusted EBITDA (STIP and PSUs) and stock price hurdles (special RSUs), tying realized pay to both operating and market outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Scientific Games/Light & Wonder (Autotote) | Chairman (1991–2013); CEO (1992–2008; 2010–2013); President (1997–2005) | 1991–2013 | Led acquisitions/privatizations (e.g., Scientific Games Holdings, IGT Online, Global Draw, Games Media, WMS; privatizations of IL, NJ, Italian lotteries; CT off-track betting) |
| Hydra Industries Acquisition Corp. | Co-sponsor; Chairman & CEO | 2014–2016 | SPAC sponsor of Inspired predecessor; led to December 2016 business combination creating Inspired Entertainment |
| Hydra Management | Principal | 2014–present | Investment vehicle formed by Weil |
| General Instrument | VP Corporate Development | 1974–1979 | Corporate development leadership in technology-based industries |
| Boston Consulting Group | Manager | 1970–1974 | Strategy consulting |
| Lorne Weil, Inc. | President | 1979–1992 | Strategy/corporate development firm for tech-based industries |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Tecnoglass Inc. (successor to Andina Acquisition Corp.) | Chairman | 2012–Dec 2024 | Sponsored Andina SPAC; served as Chairman of successor Tecnoglass until Dec 2024 |
| Leisure Acquisition Corp. | Executive Chairman | 2017–2021 | SPAC completed business combination in June 2021 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 750,000 | 787,500 | 800,000 |
| Target Bonus (% of Salary) | 120% (policy) | 120% (policy) | 120% (policy) |
| Actual STIP Paid ($) | 1,215,000 | 384,000 | 283,392 |
| Discretionary/Other Bonus ($) | — | — | 86,674 |
- 2025 updates: base salary increased to $950,000 effective Jan 1, 2025; target bonus increased to 130% (max 2x target) .
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024
| Metric | Target | Actual/Attainment | Payout Basis | Notes |
|---|---|---|---|---|
| Adjusted EBITDAB | $115.8m (budgeted) | ~89% of target | 38.55% of target bonus approved (plus explanation of immaterial revisions) | Corporate-only metric for executive officers in 2024 |
Long-Term Incentive Plan (LTIP) – Structure
- Annual formula awards: time-vested RSUs (1/3 per year) and performance-based RSUs tied to Adjusted EBITDAB (3-year vest timing, earned on year 1 performance), generally with 50/50 split between time and performance .
- 2024 grants to Weil: 40,000 time-based RSUs (1/3 vesting 2024–2026) and 40,000 performance-based RSUs; performance earned above threshold, and Committee exercised discretion to 60% of target given segment anomaly; performance RSUs vest on 12/31/2026 .
- 2023 grants to Weil: 25,078 time-based RSUs (tranches vesting in 2023–2025) and 25,078 performance RSUs earned at ~46.63% for 2023 performance, vesting 12/31/2025 .
Special Equity Grants per Employment Agreement
| Award Type | Size | Performance/Price Hurdles | Status/Vesting |
|---|---|---|---|
| Time-based RSUs (special) | 165,000 | Time-based; 80,000 vested 12/31/2023; 85,000 vested 12/31/2024 | Completed per schedule |
| Adjusted EBITDA-based RSUs | 187,500 (62,500 per 2022–2024) | Earned based on annual Adjusted EBITDA with carryover if >target; 2022 met; subsequent years met factoring carryover | Earn/vesting per terms |
| Stock price-based RSUs | 397,500 | Targets over 45-day periods: $6.25 (80k), $8.25 (85k), $15.00 (135k), $17.50 (50k), $20.00 (47.5k); first three attained | Two highest tranches ($17.50, $20.00) unvested |
| Additional special grant (2023 Plan) | 250,000 | 125,000 Adjusted EBITDA-based (2025–2027 thirds); 125,000 stock price-based with $15–$22.50 hurdles; first price tranche hit Feb 2023 | Remaining tranches outstanding |
Discretion in 2024: Committee increased performance RSUs for Weil/Pierce to 60% of target (vs ~38.55% corporate attainment) due to anomalous underperformance in virtuals; cited prior negative discretion and remediation work as rationale .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,954,755 shares; 10.4% of outstanding (based on 26,904,832 shares) |
| Composition/details | Includes 30,220 shares and 1,610,022 vested RSUs held by Hydralex Holdings LLC; 493,015 shares held by Angele Delaware Investments LLC; plus 522,771 shares held by trusts for Weil’s children; certain trust/LLC roles noted for a relative (Carly Weil) in Schedule 13D/A |
| Vested but unsettled RSUs (12/31/2024) | 1,665,204 RSUs; 55,182 settled in Jan 2025; remainder deferred until separation per plan terms |
| Unvested RSUs (12/31/2024) | 70,720 time-based unvested; 191,250 unearned equity incentive RSUs; market values at $9.05 close shown in proxy |
| Unvested stock price tranches | 97,500 RSUs from 2021 grant at $17.50 and $20.00 price targets remain unvested |
| 2023 stock price grant | 125,000 RSUs in 4 equal tranches; first price target met and vested May 9, 2023; remaining 3 tranches outstanding |
| Options | None reported outstanding; option award columns blank in SCT and outstanding awards tables |
| Ownership guidelines | Executive Chairman required to hold 6x base salary in stock; NEOs 3x; directors 5x cash retainer |
| Hedging/pledging policy | Short sales and derivatives prohibited; margin purchases prohibited; long-term hedges require preclearance and none have been approved |
Outstanding Equity Awards (12/31/2024 snapshot)
| Metric | Value |
|---|---|
| Unvested time-based RSUs (count; MV) | 70,720; $640,016 at $9.05 |
| Unearned equity incentive RSUs (count; MV at target) | 191,250; $1,730,813 at $9.05 |
Employment Terms
| Term/Provision | Summary |
|---|---|
| Agreement term | Through December 31, 2028 (amended Jan 29, 2025) |
| Base/bonus (2025 addendum) | Base salary $950,000; target bonus 130% of salary; max 2x target |
| Annual LTIP eligibility | Up to 80,000 RSUs via formula awards per fiscal year |
| Severance (no cause/good reason) | Salary and target bonus through earlier of contract end or 18 months (30 months if “change in control termination event”), plus prorated target bonus for year; unvested awards (excluding special sign-on RSUs) remain outstanding to vest per terms |
| Special RSUs on separation | Unvested special sign-on and 2023-plan RSUs lapse unless death, CIC termination event, or delisting; in those cases all/portion may vest |
| Non-compete/solicit | 18 months post-termination; 12 months if CIC termination event; confidentiality obligations continue |
| Clawback | Nasdaq Rule 10D-compliant policy adopted Aug 2023; Committee reviewed immaterial revisions and did not revisit prior awards |
| Benefits/perqs | Executive-tier life insurance at 4x base salary (company cost ~ $74k/yr), health insurance, 401(k) match up to 4% |
Board Governance
| Topic | Detail |
|---|---|
| Role | Executive Chairman (non-independent); on Board since Dec 2016 |
| Independence | 6 of 7 directors independent; all committees fully independent |
| Lead Independent Director | Michael R. Chambrello |
| Committees/chairs | Audit: Vandemore (chair), Chambrello, Raphaelson; Compensation: Saferin (chair), Chambrello, Raphaelson; Nominating/Gov/Compliance: Raphaelson (chair), Saferin, Rogers, Tautscher |
| Meetings/attendance | Board met 6 times in 2024; all directors attended at least 75% of board/committee meetings; all attended 2024 annual meeting |
| Director pay (non-employee) | Cash retainer $50k; RSU $100k; +$10k cash/equity for Lead Independent and for each Committee Chair; RSUs vest quarterly; deferral election available |
| Sponsor designations | Weil designated director of Hydra Sponsor under 2016 stockholders agreement; certain others designated by sponsors |
Dual-role implications: While Weil is Executive Chairman, the Board maintains governance mitigants—Lead Independent Director, majority-independent Board, and fully independent committees with regular executive sessions .
Say-on-Pay & Peer Group
- 2025 annual meeting proposals were director elections and auditor ratification; a say-on-pay vote was not listed among proposals; directors were elected with majorities (e.g., Weil 15,066,285 for; 806,384 withheld) .
- Compensation consultant: FW Cook retained; conducted risk assessment and market benchmarking .
- Peer group (for benchmarking): ACEL, AGYS, CNTY, EVRI, FLL, GAN, GDEN, IMAX, LVO, AGS, RSVR, RSI, SNCR, TBCH .
Related Party Transactions (Governance Red Flags)
- Son (Nicholas Weil) employed by subsidiary: 2024 base $150,000; STIP bonus $21,495; 2,383 RSUs; base increased to $180,000 effective Apr 1, 2025 .
- Brother (Richard Weil) consulting: $150,000 fees and $34,000 expenses in 2024 .
Performance & Track Record Indicators
| Year | Cumulative TSR (Start=$100) | Net Income ($m) | Adjusted EBITDA ($m) |
|---|---|---|---|
| 2022 | 97.76 | 21.2 | 99.5 |
| 2023 | 76.23 | 6.9 | 99.2 |
| 2024 | 69.83 | 64.8 | 100.1 |
- SEC subpoena regarding restatements concluded with staff notifying the Company in January 2025 that the investigation was concluded, reducing regulatory overhang .
- Audit Committee met 11 times in 2024 to oversee SOX and GAAP remediation post-restatements, with third-party support and ongoing 2025 testing, signaling robust controls focus .
Director Service Summary (Weil)
| Attribute | Detail |
|---|---|
| Years on Board | Since Dec 2016 |
| Committee roles | None (committees independent-only); serves as Executive Chairman |
| Independence status | Not independent (executive); Board majority independent with Lead Independent Director |
| Attendance | All directors ≥75% of meetings in 2024; all attended 2024 annual meeting |
Investment Implications
- Pay-for-performance linkage is meaningful but complex: STIP and a material portion of LTIP hinge on Adjusted EBITDAB, which was roughly flat over 2022–2024; special RSUs tie significant value to sustained stock price thresholds—two higher tranches ($17.50/$20.00) remain outstanding, aligning Weil to longer-term equity appreciation .
- Potential supply/selling pressure exists from large vested-but-unsettled RSUs (1.67m as of YE 2024), though settlement is deferred while employed; a portion settled in Jan 2025 .
- Retention risk appears moderate: agreement runs to 2028; CIC protection is robust (30 months salary+target bonus equivalent construct), with non-compete up to 18 months; however, special RSUs can lapse on voluntary departure without favorable conditions, reinforcing retention .
- Governance mitigants offset dual role: Lead Independent Director, independent committees, majority-independent board, and a formal clawback; nonetheless, related-party ties (family employment and consulting) warrant monitoring for optics and potential conflicts .
- TSR has been weak over the recent three-year window despite steady Adjusted EBITDA; 2024 net income improvement and closure of the SEC staff inquiry reduce risk overhang, but future equity vesting is sensitive to achieving operational and share price hurdles, potentially amplifying management’s incentive to drive growth and margin expansion .