Steven Saferin
About Steven M. Saferin
Steven M. Saferin (age 76) has served as an independent director of Inspired Entertainment, Inc. since August 2018. He is Managing Director of Entertainment and Sports Gaming Network, LLC (founded in 2019). He holds a journalism degree from American University and a law degree from the University of Maryland; earlier in his career he was an attorney at the FCC and Viacom International, and later held senior roles at ESPN, Viacom Communications, Warner Amex Cable, founded MDI Entertainment in 1986 (sold to Scientific Games in 2003), and served as Chief Creative Officer at Scientific Games until 2016. He is recognized by the Lottery Hall of Fame for innovations in lottery advertising and licensed games .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MDI Entertainment (Media Drop-In Productions) | Founder, President & CEO | 1986–2003 | Created licensed lottery games; later division president at Scientific Games |
| Scientific Games Corporation | Division President; Chief Creative Officer | Division President post-2003 sale; CCO 2009–2016 | Led creative strategy; retired 2016 |
| ESPN | Director of Program Acquisitions | 1982–1986 | Content acquisition leadership |
| Viacom Communications; Warner Amex Cable | Vice President | 1978–1982 | Television/cable operating roles |
| FCC; Viacom International | Attorney | 1974–1978 | Regulatory and media law |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Entertainment and Sports Gaming Network, LLC | Managing Director | 2019–present | Gaming licensing consultancy |
No other current public company directorships disclosed for Mr. Saferin .
Board Governance
- Independence: The Board determined Mr. Saferin is independent under NASDAQ and SEC rules .
- Committee memberships: Chair, Compensation Committee; Member, Nominating, Governance and Compliance Committee .
- Lead Independent Director: Michael R. Chambrello .
- Meeting cadence (FY 2024): Board met 6 times; Compensation Committee met 9 times; Nominating, Governance and Compliance met 4 times; Audit met 11 times (monthly) due to controls remediation; all directors attended at least 75% of Board and committee meetings, and all attended the 2024 annual meeting .
- Stock ownership guidelines: Non-employee directors required to hold shares equal to 5x annual cash retainer; RSUs count towards compliance .
Fixed Compensation
| Component | Structure/Amount | 2024 Value ($) | Notes |
|---|---|---|---|
| Board annual cash retainer | $50,000 | 50,000 | Standard non-employee director retainer |
| Committee chair cash retainer | $10,000 (Compensation Committee Chair) | 10,000 | Additional chair retainer |
| Annual RSU award | $100,000 (board); +$10,000 (chair) formula grants | 64,117 | Grant-date fair value; formula price $15.73 vs market $9.17; quarterly vesting across grant and subsequent quarters |
| Total 2024 Director Compensation | — | 124,117 | Sum of cash plus RSU grant value |
Director RSU grant methodology uses the highest of specified 20-day averages or 80% of prior year formula price; RSUs vest 25% at grant, remaining quarterly on Apr 1, Jul 1, Oct 1; directors may elect deferral of settlement .
Performance Compensation
Directors do not receive performance-based pay; however, as Compensation Committee Chair, Mr. Saferin oversaw executive incentive design and outcomes. 2024 STIP and LTIP metrics and outcomes:
| Metric | 2024 Target | 2024 Outcome | Payout/Action | Notes |
|---|---|---|---|---|
| Adjusted EBITDAB (STIP basis) | $115.8 million | ~89% of target | 38.55% of target payout approved (corporate) | STIP uses Adjusted EBITDAB before STIP bonuses |
| CEO/Executive Chairman LTIP performance RSUs | Target-based on Adjusted EBITDAB | Performance achieved > threshold | Committee exercised discretion to set awards at 60% of target for Mr. Weil and Mr. Pierce | Discretion reflecting anomalous underperformance in virtuals segment and remediation leadership |
| Finance team STIP overlay | 50% of eligible STIP tied to remediation and GAAP proficiency | Significant improvement achieved | Bonuses approved per criteria | Additional 2025 opportunity: +10% STIP if unqualified audit opinion with no MW/SD |
Compensation consultant FW Cook engaged by the Committee; independence assessed annually; provided benchmarking, policy advice, clawback guidance during restatement period . Clawback policy adopted Aug 2023 per Nasdaq Rule 10D; Compensation Committee affirmed no clawback for immaterial revisions in 2024 10-K as impacts were off-setting and prior negative discretion had been exercised .
Other Directorships & Interlocks
| Individual | Historical Affiliation | Role | Interlock Risk Note |
|---|---|---|---|
| Steven M. Saferin | Scientific Games | Division President; Chief Creative Officer | Multiple Board members have Scientific Games backgrounds |
| Michael R. Chambrello | Scientific Games | COO; President & CEO; CEO APAC | Prior SG roles |
| Ira H. Raphaelson | Scientific Games | VP & General Counsel; Secretary | Prior SG legal leadership |
| Brooks H. Pierce (CEO) | Scientific Games | Chief Revenue Officer; senior roles | Management SG background |
| Katja Tautscher | Scientific Games | Assistant General Counsel (UK/EU) | Prior SG legal/regulatory |
These shared affiliations may indicate tight industry networks; governance committees are fully independent and meet regularly .
Expertise & Qualifications
- Lottery, gaming, and brand licensing innovator; Lottery Hall of Fame recognition .
- Senior operating and creative leadership in gaming; M&A integration experience (MDI sale to Scientific Games) .
- Legal training (University of Maryland JD); regulatory experience at FCC; media operations (ESPN, Viacom/Warner Amex) .
Equity Ownership
| Holder | Shares/RSUs | Detail | % of Class |
|---|---|---|---|
| Steven M. Saferin | 59,267 | Includes 56,281 vested RSUs; 2,186 RSUs scheduled to vest within 60 days of record date | <1% |
| RSUs held (12/31/2024, directors) | 54,096 | Aggregate RSUs for Mr. Saferin; all director RSUs were vested at fiscal year-end | — |
Insider trading policy prohibits short sales and derivatives; hedging discouraged and requires pre-clearance; Company has not approved any hedges . Stock ownership guidelines for directors: 5x annual cash retainer; RSUs count toward compliance . Specific compliance status is not disclosed .
Governance Assessment
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Strengths:
- Independent director; chairs Compensation Committee and serves on Nominating, Governance & Compliance; committees composed entirely of independent directors, with regular executive sessions .
- High engagement: Compensation Committee met 9 times; NG&C met 4 times; Board met 6 times with ≥75% attendance; Audit met monthly amid remediation, indicating strong oversight posture .
- Use of independent compensation consultant (FW Cook), formal clawback policy compliant with Nasdaq Rule 10D; structured STIP/LTIP anchored to Adjusted EBITDAB, with Committee discretion documented .
- Director compensation mix includes equity (RSUs) with quarterly vesting and optional settlement deferral, aligning interests with shareholders .
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Potential Red Flags / Conflicts:
- Related-party employment: Mr. Saferin’s stepson employed by a subsidiary (2024 base $100,000; bonus $7,687; 635 RSUs). Audit Committee policy requires review/approval of related-party transactions and abstention by interested members; emphasizes fairness and independence criteria. The presence of a family member on payroll is a governance sensitivity needing continued oversight .
- Board interlocks: Several directors and executives have prior Scientific Games ties; while industry expertise is valuable, concentration of prior affiliations can pose perception risks regarding independence and challenge culture .
- Recent financial control issues: Extensive Audit Committee activity tied to SOX and GAAP remediation following restatements; SEC subpoena regarding restated financials (concluded Jan 2025). Continued monitoring of remediation timelines and auditor outcomes remains important for investor confidence .
Overall, Mr. Saferin’s background in gaming/licensing and his role as Compensation Committee Chair during a complex remediation period suggest active governance involvement. The related-party employment disclosure and network interlocks warrant vigilance, but the structure of independent committees, documented policies, and frequent meetings are positive signals .