Andrew Pascal
PLAYSTUDIOSAbout Andrew Pascal
Andrew Pascal, age 59, is Chief Executive Officer and Chairman of the Board of PLAYSTUDIOS (MYPS) since June 21, 2021; he co-founded the company’s predecessor (Old PLAYSTUDIOS) in 2011 and holds a BA in Economics from the University of Colorado Boulder . In FY2024, MYPS net revenue declined 6.9% to $289.4M from $310.9M, net loss widened to $28.7M from $19.4M, and consolidated AEBITDA fell 9.2% to $56.5M; the core playGAMES segment AEBITDA margin improved 50 bps to 29.4% . Mr. Pascal controls ~77% of total voting power via supervoting Class B shares, making MYPS a Nasdaq “controlled company,” though the board states it is not currently availing itself of controlled-company exemptions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| WagerWorks, Inc. | Founder; President & CEO | 2001–2003 | Built casino solutions/content supplier; company later acquired by IGT after his departure |
| Wynn Las Vegas / Encore | SVP Product Marketing & Development (2003); President & COO (from 2005); led Encore launch | 2003–2008 | Oversaw development/launch; properties garnered multiple hospitality awards |
| Old PLAYSTUDIOS | Co‑Founder, Chairman & CEO | 2011–2021 | Founded social casino/casual gaming platform; transitioned to public MYPS via business combination in 2021 |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $740,385 | $750,000 |
| Bonus Paid (cash, paid in arrears) | $400,000 | $500,000 |
| Stock Awards (RSUs/PSUs, grant-date fair value) | $4,770,000 | $1,879,710 |
| All Other Compensation | — | — |
| Total | $5,912,985 | $3,129,170 |
Performance Compensation
- Annual cash bonus framework: Bonuses are discretionary and intended to incentivize achievement of annual financial and operating performance goals; no formulaic weighting/targets are disclosed .
| Year | Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|
| 2023 | Annual performance goals | Discretionary | Not disclosed | Not disclosed | $400,000 | Paid in arrears |
| 2024 | Annual performance goals | Discretionary | Not disclosed | Not disclosed | $500,000 | Paid in arrears |
- Long-term equity (grants and outcomes):
| Grant date | Instrument | Shares | FY grant fair value | Outcome/vesting detail |
|---|---|---|---|---|
| 2/22/2023 | RSUs | 750,000 | Included in 2023 stock awards $4,770,000 (aggregate) | Multi‑year vesting (schedule not disclosed) |
| 3/11/2024 | RSUs | 708,335 | Included in 2024 stock awards $1,879,710 (aggregate) | Multi‑year vesting (schedule not disclosed) |
| 3/11/2024 | PSUs | 145,833 | Included in 2024 stock awards $1,879,710 (aggregate) | FY2024 performance targets not achieved; PSUs did not vest |
Equity Ownership & Alignment
- Prohibitions: Hedging and pledging of company stock are prohibited for directors/officers/employees; short sales are also prohibited .
- Control and voting: As of May 28, 2025, Pascal beneficially owned 14,524,625 Class B shares (79.3% of Class B) plus 984,784 Class A shares (<1% of Class A), representing approximately 77.2% of total voting power; approximate total economic ownership was ~12.1% of outstanding capital stock .
| Holding (as of May 28, 2025) | Shares | Percent | Notes |
|---|---|---|---|
| Class A common | 984,784 | <1% | Includes shares held directly and via trusts/LLC, per footnotes |
| Class B common | 14,524,625 | 79.3% | Class B is 20 votes/share; convertible 1:1 into Class A |
| Combined voting power | — | 77.2% | As reported in ownership table |
| Approx. total economic ownership | — | 12.1% | Reported in related-party section |
- Equity awards status (12/31/2024 reference price $1.86/share):
| Award | Shares/status | Strike | Expiration | Market value (12/31/24) | Notes |
|---|---|---|---|---|---|
| Stock options (exercisable) | 1,864,324 | $1.01 | 4/17/2027 | N/A | In‑the‑money vs $1.86 close on 12/31/2024 |
| RSUs (unvested) | 750,000 | — | — | $1,395,000 | 2/22/2023 grant |
| RSUs (unvested) | 708,335 | — | — | $1,317,503 | 3/11/2024 grant |
| PSUs (unvested) | 145,833 | — | — | $271,249 | 3/11/2024 grant; did not vest for FY2024 performance |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None; at‑will employment (for all NEOs) |
| Severance & CIC plan | Severance and Change in Control Plan adopted Mar 7, 2025; Pascal designated Tier 1 participant |
| Non‑CIC qualifying termination | Cash: 1.0x (base salary + target bonus); Medical/dental/vision continuation up to 12 months; Pro‑rata vesting of time‑ and performance‑based annual equity targets (Tier 1) |
| CIC qualifying termination (double‑trigger: 3 months before to 12 months after CIC) | Cash: 2.0x (base salary + target bonus); Benefits: up to 24 months; Equity: full vesting equal to 2x time‑based and 2x performance‑based annual equity targets, with top‑up fully‑vested awards if outstanding unvested awards are below 2x targets |
| Conditions | General release and compliance with restrictive covenants (confidentiality, non‑compete, non‑solicit, invention assignment, etc.) |
Board Governance
- Board service history: Pascal has been CEO and Chairman since June 21, 2021 and is a current director nominee (age 59) .
- Dual‑role implications: MYPS is a “controlled company” due to Pascal’s >50% voting control, permitting certain governance exemptions (not currently utilized); a Lead Independent Director (Jason Krikorian) presides over executive sessions and liaises with the Chair .
- Committees and independence: Compensation Committee (Chair: Judy K. Mencher; all independent; 5 meetings in 2024; uses independent consultant Compensia) . Nominating & Corporate Governance Committee (Chair: Jason Krikorian; independent; 3 meetings in 2024) . Audit Committee (independent; 4 meetings in 2024; functioning without a chair following a March 7, 2025 resignation) .
- Attendance: In 2024, each incumbent director attended ≥75% of board and applicable committee meetings; the board met five times .
- Director compensation (non‑employee directors): Annual cash retainer $40,000; committee membership $10,000; committee chair $5,000; Lead Independent Director $15,000; annual RSU grant target $150,000 vesting quarterly over one year; additional $20,000 if serving as non‑executive chair .
Related‑Party Transactions
- Supervoting equity and control: In connection with the business combination, Pascal received Class B shares (20 votes/share); as of May 28, 2025 he owned ~12.1% of capital stock with ~77.2% of combined voting power .
- MGM arrangements: Historical joint marketing/IP agreement with MGM (stockholder; executive on MYPS board); profit share buyout completed via PIPE issuance at business combination closing (2,000,000 Class A shares to MGM) .
- Family relationship: Andrew Pascal’s brother, David Pascal, serves as director of marketing; received ~$0.3M (2024) and ~$0.2M (2023), with a 60,000 RSU grant in 2024 .
Performance & Track Record (Company under Pascal’s tenure)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net revenue ($000s) | $310,886 | $289,429 |
| Net loss ($000s) | $(19,393) | $(28,687) |
| Consolidated AEBITDA ($000s) | $62,292 | $56,549 |
| playGAMES AEBITDA ($000s) | $88,676 | $85,074 |
| playGAMES AEBITDA margin (%) | 28.9% | 29.4% |
Compensation Structure Analysis
- Cash vs equity mix: 2024 total pay decreased versus 2023, primarily due to a lower stock awards grant-date value ($1.88M in 2024 vs $4.77M in 2023), while base salary was roughly flat and bonus increased .
- Shift toward RSUs/PSUs: Company states equity LTI is delivered in RSUs with multi‑year vesting; PSUs were utilized in 2024 but did not vest due to targets not met; company does not currently grant new stock options to executives (legacy options remain outstanding) .
- Discretionary annual bonus: Bonuses are paid at board discretion, with no disclosed formulaic weightings/targets .
- Equity plan capacity: 12.7M RSUs and 0.3M PSUs outstanding at 12/31/2024; 13.5M shares remain available under the 2021 Plan; ESPP adds 4.6M; automatic annual share increases apply .
Employment & Contracts (Retention Risk)
- At‑will status offsets by plan‑based severance: No fixed employment agreement; severance plan adopted March 2025 provides meaningful cash, benefits, and equity acceleration protection, especially on double‑trigger CIC (2x multiples and equity top‑up), which mitigates near‑term retention risk .
Investment Implications
- Alignment and control: Very high insider voting control (77%+) tightly aligns decision rights with the founder‑CEO; however, it concentrates governance risk and limits external shareholder influence; board notes controlled‑company status but is not using governance exemptions currently .
- Pay‑for‑performance signal: 2024 PSUs failed to vest due to missed financial targets, indicating some performance sensitivity in incentive design; annual bonuses remain discretionary without disclosed metric weightings .
- Potential selling pressure: Legacy options (1.86M at $1.01 strike, expiring Apr 2027) were in‑the‑money at 12/31/2024 reference price ($1.86), and sizeable RSU positions exist; while hedging/pledging are prohibited, vesting and option timelines can create episodic liquidity windows .
- Change‑in‑control economics: Double‑trigger CIC provides 2x cash and 2x equity target vesting (with top‑ups), which is shareholder‑standard but could be costly in a sale; non‑CIC severance is 1x cash with pro‑rata equity .
- Related‑party optics: Family employment and historical MGM arrangements are disclosed and governed by policy; continued disclosure and independent committee oversight remain important under controlled governance .
Notes:
- Outstanding shares baseline as of May 28, 2025: 109,438,356 Class A; 16,457,769 Class B **[1823878_0001104659-25-054968_tm252495-3_def14a.htm:23]**.
- Company prohibits hedging and pledging by insiders **[1823878_0001104659-25-054968_tm252495-3_def14a.htm:26]**.
Citations: •