Joel Agena
PLAYSTUDIOSAbout Joel Agena
Joel Agena is General Counsel and Secretary of PLAYSTUDIOS, Inc., responsible for all legal affairs including corporate governance, M&A, securities, finance, general business, and content licensing; he has served as General Counsel since February 23, 2022 and previously as Vice President, Legal Counsel and Secretary since June 21, 2021; age 63 as disclosed in the company’s 2025 10-K/A bio and officer table . He has over 25 years of legal experience, serving as outside counsel to Old PLAYSTUDIOS since its inception in 2011 and founding The Phoenix Law Group in 2001; he holds a J.D. from the University of Nebraska College of Law (1997) with Law Review, Order of the Coif, and Arthur E. Perry Scholar honors . Company-level TSR, revenue growth, and EBITDA growth metrics tied to his performance are not specified in the executive bio or compensation program narrative sections of the proxy filings reviewed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PLAYSTUDIOS, Inc. (Old PLAYSTUDIOS) | Vice President, Legal Counsel and Secretary | Jan 2019–Jun 21, 2021 | Senior legal leadership for Old PLAYSTUDIOS prior to de-SPAC; governance and legal operations . |
| PLAYSTUDIOS, Inc. | Vice President, Legal Counsel and Secretary | Jun 21, 2021–Feb 23, 2022 | Transitioned to public company role ahead of appointment as General Counsel . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Phoenix Law Group | Founder | 2001–present | Outside general counsel focus for emerging growth companies; served as outside counsel to PLAYSTUDIOS since inception in 2011 . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $265,962 | $275,000 | $323,077 |
| Target Bonus (%) | — (not disclosed) | — (not disclosed) | — (not disclosed) |
| Actual Bonus Paid ($) | $50,000 (paid in 2023) | $35,000 (paid in 2024) | $35,000 (paid in arrears) |
| Stock Awards Fair Value ($) | $1,527,000 (RSUs) | — | $935,002 (RSUs/PSUs) |
| All Other Compensation ($) | $80,319 (includes $75,000 transaction-related comp for Brainium acquisition) | $6,000 | — (perqs under $10k excluded) |
| Total ($) | $1,923,281 | $316,000 | $1,293,079 |
Annual cash bonuses are discretionary and paid in arrears to incentivize achievement of annual financial and operating metrics; equity compensation is delivered via RSUs with multi-year vesting; the company does not currently grant new stock options to executives .
Performance Compensation
RSU/PSU Awards and Outstanding Balances
| Award Type | Grant Date | Shares/Units (#) | Fair Value / Market Value ($) | Vesting Notes |
|---|---|---|---|---|
| RSUs (outstanding at FY-end) | 2/11/2024 | 291,668 | $542,502 (market value at $1.86 on 12/31/2024) | Multi-year vesting; time-based . |
| PSUs (outstanding at FY-end) | 2/11/2024 | 41,666 | $77,499 (market value at $1.86 on 12/31/2024) | FY2024 financial performance targets were not achieved; PSUs did not vest . |
| RSUs (outstanding at prior FY-end) | — (grant date not shown) | 100,000 | $271,000 (market value at $2.71 on 12/29/2023) | Time-based RSUs not vested as of 12/31/2023 . |
| RSU Stock Awards (grant-date fair value) | FY2022 | — (units not disclosed) | $1,527,000 | Grant-date fair value per ASC 718; units not disclosed in proxy . |
Footnote: Proxy notes PSUs granted to NEOs on March 11, 2024 were tied to FY2024 financial performance targets and did not vest due to target non-achievement .
Option Awards (Outstanding as of 12/31/2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration Date |
|---|---|---|---|---|
| 12/22/2015 | 46,609 | — | $0.90 | 9/1/2025 |
| 6/29/2017 | 93,217 | — | $1.01 | 5/1/2027 |
| 2/28/2019 | 93,217 | — | $1.44 | 1/1/2029 |
All listed options were exercisable and in-the-money versus the company’s $1.86 closing price on 12/31/2024 .
Annual Incentive Metrics and PSU Payouts (FY2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Financial performance targets (FY2024) | — (not disclosed) | Not disclosed | Not achieved | PSUs did not vest | None for FY2024 |
Annual cash bonus structure references financial and operating performance goals, but specific metric weights/targets for Joel Agena were not disclosed; bonuses are discretionary and paid in arrears .
Equity Ownership & Alignment
| Item | As of Date | Amount / Detail |
|---|---|---|
| Total Beneficial Ownership (Class A) | May 28, 2025 | 553,735 shares (includes 320,692 shares held directly and 233,043 shares underlying options exercisable within 60 days) . |
| Ownership % of Outstanding | May 28, 2025 | Not a material percentage (“*” in proxy table); company outstanding: 109,438,356 Class A and 16,457,769 Class B . |
| Options – Exercisable vs. Unexercisable | Dec 31, 2024 | 233,043 exercisable; none unexercisable . |
| RSUs – Unvested | Dec 31, 2024 | 291,668 units; market value $542,502 at $1.86 . |
| PSUs – Unvested | Dec 31, 2024 | 41,666 units; market value $77,499 at $1.86; did not vest for FY2024 . |
| Shares Pledged as Collateral | — | No pledging disclosed for Joel Agena in proxy ownership section reviewed . |
| Stock Ownership Guidelines (Executives) | — | Not disclosed in compensation program narrative; equity delivery via RSUs emphasized . |
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | None; at-will employment for NEOs; offer letters may set certain terms . |
| Prior Offer Letter Terms | Joel Agena eligible for severance equal to six months of base salary upon termination without “cause”; reimbursement up to $1,000/month for office space costs . |
| Severance & Change-in-Control Plan (adopted Mar 7, 2025) | Joel Agena designated Tier 2 Participant; plan filed via 8-K on Mar 10, 2025 . |
| Non-CIC Qualifying Termination (Tier 2) | Lump sum cash equal to 0.5× annual base salary; medical/dental/vision continuation up to 6 months or until eligible with new employer/COBRA ends; unvested time- and performance-based equity awards lapse unless Compensation Committee determines otherwise . |
| CIC Qualifying Termination (Tier 2) | Lump sum cash equal to 1.0× (base salary + annual target bonus); CIC window defined as termination without Cause or for Good Reason within 3 months before or 12 months after a Change in Control (double-trigger structure) . |
Investment Implications
- Pay-for-performance alignment: FY2024 PSUs did not vest due to targets not achieved, indicating payout sensitivity to performance and limiting windfalls when targets are missed .
- Equity overhang and potential selling pressure: Joel holds 233,043 exercisable options with strikes below the $1.86 year-end price and one tranche expiring 9/1/2025; proximity to expiration can motivate exercise and potential share sales depending on personal liquidity needs and company trading windows .
- Retention risk vs. protection: The 2025 Severance Plan provides moderate protection (Non-CIC 0.5× base; CIC 1.0× base+target bonus) and generally lapses unvested equity for Tier 2 upon Non-CIC termination, which supports retention by keeping unvested awards at risk; double-trigger in CIC avoids single-trigger windfalls .
- Ownership alignment: Beneficial ownership of 553,735 Class A shares (including options exercisable within 60 days) signals meaningful equity exposure, with no pledging disclosed in the proxy section reviewed; RSU-heavy long-term incentives tie to multi-year service and stock performance .
- Cash pay stability: Base salary increased from $265,962 (FY2022) to $323,077 (FY2024), while bonuses were modest and discretionary, suggesting limited guaranteed cash pay growth and emphasis on equity-linked compensation .