Joe Horowitz

About Joe Horowitz

Joe Horowitz (age 73) is an independent director of PLAYSTUDIOS, Inc. (MYPS) serving since June 21, 2021, with current committee assignments on Compensation and Nominating & Corporate Governance; he is Managing General Partner and founder of Icon Ventures (since 2003), and holds a BA in Economics from Columbia University and an MBA from Wharton . PLAYSTUDIOS’ Board has determined he is independent under SEC and Nasdaq rules . His background includes a decade at U.S. Venture Partners, service as Chairman & CEO of Geocast Network Systems, and board leadership in venture capital associations .

Past Roles

External Roles

Board Governance

• Independence: The Board determined that Horowitz is independent; Board currently has three independent directors out of five .
• Committees: Member, Compensation Committee (chair is Judy K. Mencher; met five times in 2024) . Member, Nominating & Corporate Governance Committee (chair is Jason Krikorian; met three times in 2024) .
• Attendance: Board met five times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings .
• Lead Independent Director: Jason Krikorian serves as Lead Independent Director; presides over executive sessions and collaborates on agendas .
• Risk oversight: Audit Committee leads risk oversight, including cybersecurity, privacy, and controls .
• Controlled company: MYPS is a “controlled company” under Nasdaq due to Andrew Pascal’s >50% voting power (approx. 77%); company currently does not utilize exemptions but may elect to do so in the future .

Fixed Compensation

• Director Compensation Program (structure):

  • Annual cash retainer: $40,000
  • Lead independent director cash retainer: $15,000
  • Committee chair fee: $5,000
  • Committee membership fee: $10,000 per committee
  • Ad hoc committee retainers: as determined

• Actual 2024 Director Compensation (Horowitz): | Component | Amount ($) | |---|---| | Cash fees (retainer + committee) | $0; waived per Icon Ventures policy | | Stock awards (grant-date fair value) | $150,000 | | Total | $150,000 |

• Mix and structure:

  • Equity-only in 2024 due to cash waiver; RSU grants target $150,000, vest quarterly over one year .
  • Cash waiver note: “Mr. Horowitz has waived any cash compensation,” per Icon Ventures policy .

Performance Compensation

• Equity grants:
  • Annual RSU grant target for directors: $150,000; vests quarterly over one year .
• Performance metrics:
  • No director-specific performance metrics disclosed for equity awards; director grants are time-based RSUs .

Other Directorships & Interlocks

• External boards: See “External Roles” table (primarily venture-backed private companies) .
• Internal interlocks of MYPS Board: Steven J. Zanella (MGM President of Operations) is a MYPS director, while MYPS maintains material commercial arrangements with MGM (joint marketing agreement; prior profit share; PIPE participation), creating a board-level interlock with a significant counterparty .

Expertise & Qualifications

• Venture capital leadership with multi-decade technology investing, board service across security, media, and aerospace domains .
• Financial and governance expertise from roles at NVCA and Western Association of Venture Capitalists .
• Education: BA Economics (Columbia), MBA (Wharton) .

Equity Ownership

Governance Assessment

• Strengths:
  • Independence affirmed; active roles on Compensation and Nominating & Corporate Governance committees .
  • Compensation Committee engages independent consultant (Compensia), reducing risk of pay-setting conflicts .
  • Equity alignment: 2024 compensation entirely in equity due to cash waiver; RSU structure promotes ongoing ownership .
  • Attendance threshold met; engagement across Board and committees .
• Risks / RED FLAGS:
  • Controlled company status with CEO holding ~77% voting power may limit minority shareholder influence; Board could elect governance exemptions in future .
  • Audit Committee operating without a chair following March 7, 2025 resignation—temporary governance gap in financial oversight .
  • Board interlock via MGM executive director concurrent with material MGM arrangements; while disclosed and historical obligations satisfied, the dual relationship warrants ongoing monitoring for conflicts .
• Related-party exposure:
  • No related-party transactions disclosed involving Horowitz; Audit Committee oversees related-party approvals per policy .
• Overall implication for investor confidence:
  • Horowitz’s equity-only compensation in 2024 and independent status support alignment and committee effectiveness; however, the controlled ownership structure and Audit Committee chair vacancy are notable governance risks requiring attention .