Michael Marchetti
About Michael Marchetti
Michael Marchetti (age 56) is an independent director of Light & Wonder, Inc. and has served since January 15, 2024; he chairs the Audit Committee and sits on the Compensation and Nominating & Corporate Governance Committees . He is designated as an “audit committee financial expert” and the Board has affirmatively determined he is independent under NASDAQ standards . Professionally, he has been CFO of Age of Learning, Inc. since 2014 and previously was CEO of Buffalo Studios, a founding executive and CFO of JAMDAT Mobile (acquired by EA in 2006), and held senior roles at Electronic Arts including COO of EA Interactive (2006–2011) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Age of Learning, Inc. | Chief Financial Officer | 2014–present | Leads finance at a leading edtech business |
| Electronic Arts | COO, EA Interactive; other senior roles | 2006–2011 | Operated EA’s interactive division |
| Buffalo Studios, LLC | Chief Executive Officer | Until 2012 | Led Bingo Blitz creator through sale to Caesars Interactive in 2012 |
| JAMDAT Mobile Inc. | Founding Executive; Chief Financial Officer | 2000–2006 | Early mobile gaming pioneer; company acquired by EA in 2006 |
External Roles
| Organization | Capacity | Tenure | Notes |
|---|---|---|---|
| SciPlay Corporation | Director | Jul 2019–Oct 2023 | L&W acquired the remaining ~17% of SciPlay on Oct 23, 2023; SciPlay became a wholly owned subsidiary |
| TechStyle Fashion Group | Director; Audit Committee Chair | Sep 2014–Sep 2019 | Global fashion/lifestyle company board service |
Board Governance
- Current committee assignments: Audit Committee Chair; member, Compensation Committee; member, Nominating & Corporate Governance Committee .
- Independence: Determined independent under NASDAQ rules; Audit, Compensation, and Nominating & Governance Committees comprised entirely of independent directors .
- Financial expertise: Designated “audit committee financial expert” (Item 407(d)(5), Reg S-K) .
- Attendance and engagement: Board held 6 meetings in 2024 with 6 executive sessions; all incumbent directors attended at least 75% of Board/committee meetings; all eligible directors met attendance thresholds for 2024 equity awards .
- Audit Committee activity: Held 5 meetings in 2024; oversees financial reporting, internal audit, and auditor independence .
- Board structure: Separate Chair/CEO; Lead Independent Director in place; regular executive sessions of independents .
- Policies: Company maintains clawback policies, anti‑hedging, and anti‑pledging prohibitions that apply to directors .
- Compensation Committee interlocks: None in 2024; no officer/director cross‑service creating interlocks .
Fixed Compensation
| Component | Amount/Rate | Notes |
|---|---|---|
| 2024 Cash fees (retainers) | $123,758 | Actual “Fees Earned or Paid in Cash” for 2024 |
| Board retainer (program rate) | $90,000 | 2024 non‑employee director program |
| Committee membership retainer (program) | $10,000 (most); $15,000 (Audit) | Per committee; Audit Committee membership premium |
| Committee chair retainers (program) | $35,000 (Audit Chair); $25,000 (Comp & Compliance Chairs); $20,000 (N&CG Chair) | Chair roles only |
| Lead Independent Director retainer (program) | $35,000 | If applicable |
Performance Compensation
| Equity Element | Grant Date | Quantity/Terms | Grant-Date Value | Vesting/Other Terms |
|---|---|---|---|---|
| Annual RSU grant (2024) | Jun 2024 | 2,159 RSUs | $209,952 | Vests on first anniversary of grant; annual grant sized at $210,000 per eligible director; all eligible directors met attendance requirement |
| New director stock options | Jan 15, 2024 | 10,000 options; exercise price $80.36 | $525,346 | Four-year vest; first installment vested on first anniversary; new directors generally receive 10,000 options in lieu of first annual RSU |
Notes: Awards follow the company’s clawback, anti‑hedging, and anti‑pledging policies. Equity awards vest or accelerate under specified conditions per plan documents .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Noted |
|---|---|---|---|
| SciPlay Corporation | Public (until Oct 2023) | Director (2019–2023) | No Compensation Committee interlocks reported; SciPlay became wholly owned by L&W in Oct 2023 |
| TechStyle Fashion Group | Private | Director; Audit Chair (2014–2019) | None disclosed |
Expertise & Qualifications
- Capital markets/financial oversight: CFO background; designated audit committee financial expert .
- Gaming and interactive/technology: Extensive operating experience across mobile, social, and interactive gaming (JAMDAT, EA, Buffalo Studios) .
- Board and audit leadership: Prior audit committee chair (TechStyle); current Audit Chair at L&W .
- Broader Board skills mapped by L&W include technology and investment/financial services experience relevant to oversight needs .
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| Beneficial ownership (Apr 11, 2025) | 5,659 shares; <1% | Includes securities exercisable/convertible within 60 days |
| RSUs outstanding (12/31/2024) | 2,159 | Director grant outstanding at year-end |
| Options outstanding (12/31/2024) | 10,000 | New‑director option grant (4‑year vest; $80.36 strike) |
| Options exercisable within 60 days (Apr 11, 2025) | 2,500 | Counted in beneficial ownership per SEC rules |
| Director stock ownership guideline | 5x annual retainer (five‑year compliance window) | Directors must hold at least 5x retainer; Mr. Marchetti has until Jan 2029 to meet requirement |
| Hedging/pledging | Prohibited | Applies to directors |
Governance Assessment
- Strengths: Independent director with deep gaming/technology and finance background; Audit Committee Chair and audit financial expert; strong committee activity and Board structure (separate Chair/CEO; LID; executive sessions) supporting oversight .
- Alignment: Director pay features meaningful equity; stock ownership guidelines apply with a five‑year runway for new directors; anti‑hedging/pledging and clawback governance in force .
- Engagement: All incumbents met ≥75% attendance in 2024; Audit Committee met five times; all eligible directors satisfied attendance requirements for equity awards .
- Conflicts/related parties: No related‑person transactions disclosed involving Mr. Marchetti; Compensation Committee reported no interlocks/insider participation in 2024 .
- Shareholder sentiment: Say‑on‑pay received ~98% approval at the 2024 annual meeting, signaling broad support for compensation governance .
RED FLAGS: None disclosed regarding attendance shortfalls, hedging/pledging, related‑party transactions, or interlocks in 2024 .