Michael Chambrello
About Michael R. Chambrello
Independent director since January 2019 and the Board’s Lead Independent Director; age 67 as of April 1, 2025. Former CEO of IGT North America Lottery and senior executive at Scientific Games, with deep operating experience across lottery and gaming; B.S. in Economics from Southern Connecticut State University. Principal of Wickford Strategic Investment, LLC and long-serving board participant across public and private companies and nonprofits .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Game Technology PLC (IGT) | CEO, North America Lottery | Mar 2015–Dec 2017 | Led global lottery technology solutions; U.S./Canada lottery business; instant ticket printing |
| Scientific Games Corporation | COO; President & CEO; CEO – Asia-Pacific | Jul 2005–Dec 2013 | Senior operating leadership across global gaming; APAC expansion |
| Environmental Systems Products Holdings | President & CEO | Nov 2000–Jun 2005 | Led emissions testing services business |
| Transmedia Asia Pacific, Inc. & Transmedia Europe Inc. | CEO | 1998–1999 | Regional leadership roles |
| GTECH Holdings/Corporation | President (GTECH Corp); EVP (GTECH Holdings) | 1981–1998 | Senior roles in lottery systems provider |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Meridian Lightweight Technologies | Chairman of the Board | Most recent | Manufacturing; indicates operational oversight exposure |
| Petit Family Foundation | Executive Committee | Current | Non-profit governance |
| Southern Connecticut State University Foundation | Executive Committee | Current | Non-profit governance |
| Various public and private companies | Director | Prior service | Multiple board experiences (not individually listed) |
Board Governance
- Independence: Determined independent under NASDAQ rules; serves as Lead Independent Director .
- Committee memberships: Audit Committee member; Compensation Committee member; not a chair (Audit Chair is Vandemore; Compensation Chair is Saferin) .
- Attendance: Board met 6 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Engagement intensity: Audit Committee met 11 times in 2024 (monthly) focused on SOX/GAAP remediation tied to restatements; Compensation Committee met 9 times; Nominating, Governance and Compliance met 4 times .
- Sponsor designation: Chambrello is a joint designee of the Macquarie Sponsor and Hydra Sponsor under the 2016 stockholders agreement, alongside Executive Chairman Weil (Hydra) and Director Raphaelson (Macquarie/Hydra), indicating historical sponsor influence in board composition .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 50,000 | Standard non-employee director cash retainer |
| Lead Independent Director cash retainer | 10,000 | Additional cash for LID role |
| Committee chair cash retainer | 0 | Not a chair; chair retainer is $10,000 if applicable |
| Total cash fees earned | 60,000 | Reported in director compensation table |
| Annual RSU award (base) | 100,000 value | Granted using formula price; vests quarterly |
| Lead Independent Director RSU add-on | 10,000 value | RSU add-on for LID |
| RSU grant-date fair value recognized (2024) | 64,117 | Per FASB ASC 718; Chambrello total stock awards |
| Meeting fees | None disclosed | Company does not list per-meeting fees |
Notes on RSU structure for directors:
- Formula price used for 2024 grants: $15.73 vs closing price $9.17 on grant date; RSUs vest one-quarter on grant, and then on April 1, July 1, and October 1; deferral of settlement optional .
Performance Compensation
| Equity Feature | Metric/Condition | Value/Terms | Vesting |
|---|---|---|---|
| Annual director RSUs | None (time-based only) | $100,000 base RSUs + $10,000 LID RSUs for Chambrello | 25% on grant; 25% on 4/1, 7/1, 10/1 |
| Formula pricing | Market-derived formula | $15.73 formula price vs $9.17 close on grant date | N/A |
| Deferral election | Settlement deferral | Directors may elect to defer settlement | Vested units remain unsettled if elected |
No performance metrics (EBITDA/TSR/ESG) are applied to director equity awards at INSE; director compensation is a mix of fixed cash and time-based RSUs .
Other Directorships & Interlocks
| Linkage | Description | Governance Signal |
|---|---|---|
| Sponsor designation | Chambrello is a joint designee of Macquarie Sponsor and Hydra Sponsor to the Board | Potential influence from legacy sponsors in board composition |
| Scientific Games/IGT network | Multiple INSE directors/executives have prior Scientific Games/IGT tenures (e.g., Weil, Pierce, Vandemore); Chambrello also former SG/IGT senior exec | Industry network density; monitor for conflicts and competition exposure |
Expertise & Qualifications
- Financial literacy: Audit Committee members (including Chambrello) are financially literate per Board determination; Vandemore is the Audit Committee financial expert .
- Sector expertise: Four decades of gaming/lottery operating leadership across GTECH, SG, IGT; APAC leadership experience .
- Education: B.S. in Economics, Southern Connecticut State University .
Equity Ownership
| Holder | Shares/Units | Notes |
|---|---|---|
| Michael R. Chambrello | 70,774 (<1%) | Less than 1% of outstanding shares |
| Components | Includes 10,070 shares held by Denise M. Chambrello Revocable Trust (co-trustees: Michael & spouse); plus 22,555 vested RSUs and 2,186 RSUs scheduled to vest within 60 days | Beneficial ownership definition includes RSUs vesting within 60 days |
| Director RSU holdings (aggregate as of 12/31/24) | 22,555 RSUs; all outstanding director RSUs vested at fiscal year-end | Vested status at year-end |
| Stock ownership guideline (directors) | 5x annual cash retainer | Compliance status not disclosed; guideline coverage applies to non-employee directors |
Governance Assessment
- Board effectiveness and independence: Chambrello is the Lead Independent Director and sits on two independent committees (Audit, Compensation), supporting oversight of financial reporting and pay practices. All non-employee directors, including Chambrello, are independent under NASDAQ rules; independent directors hold regular executive sessions .
- Engagement and oversight: High committee cadence in 2024, especially Audit Committee’s 11 meetings focused on SOX and GAAP remediation after restatements; Chambrello signed the Audit Committee Report, reflecting active involvement in remediation and audit oversight .
- Compensation alignment for directors: Cash retainer plus time-based RSUs with quarterly vesting; no performance conditions for directors. Chambrello’s cash fees ($60,000) and RSU grant-date fair value ($64,117) are consistent with LID add-ons; absence of meeting fees reduces pay-for-attendance risk .
- Ownership alignment: Modest direct ownership (<1%) supplemented by vested RSUs and scheduled tranche vesting. Stock ownership guidelines require significant holdings (5x retainer) for directors, though compliance status is not disclosed .
- Potential conflicts and related-party exposure: No related-party transactions disclosed for Chambrello; company policies require Audit Committee pre-approval and enumerate conflict-of-interest controls. Historical sponsor designation (Macquarie/Hydra) is a soft influence risk to monitor, though independence is affirmed .
- Risk indicators: 2023–2024 financial control issues were addressed with robust Audit Committee activity; SEC staff subpoena concluded in January 2025, indicating closure of that investigation. Insider trading policy prohibits short sales and derivatives; long-term hedging discouraged and not approved to date, reducing alignment risks from hedging/pledging .
RED FLAGS
- Sponsor designee status (Macquarie/Hydra) may indicate legacy influence in nominations—monitor for any voting blocks or alignment issues .
- Broader company context: Recent restatements and elevated audit fees indicate prior control weaknesses; however, committee oversight and remediation progress are well-articulated, and SEC inquiry concluded, mitigating near-term governance risk .
Signals for investors
- Lead Independent Director role and dual committee participation bolster oversight credibility amid control remediation. Compensation structure for directors is plain-vanilla and time-based, with clear ownership guidelines—positive for alignment .