Ben Kohn
About Ben Kohn
Ben Kohn (age 51) is Chief Executive Officer, President, and a Director of PLBY Group, Inc., roles he has held since February 2021; he previously served as Playboy’s interim CEO (2016–2017) and then CEO, President and Chairman (2018–2020) prior to the business combination that created PLBY in 2021 . He holds a B.S. in management from Tulane University and an M.B.A. from Columbia University . During his tenure, PLBY’s total shareholder return (TSR) for 2024 reflected an end-of-year value of $14.75 for an initial $100 investment (2023: $10.10; 2022: $27.78), while reported net losses were $79.4M (2024), $180.4M (2023), and $277.7M (2022) . Compensation design emphasizes equity (RSUs/PSUs with stock price milestones historically), and the company adopted a Dodd-Frank compliant clawback in November 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PLBY Group / Playboy Enterprises | Interim CEO (Playboy); CEO, President & Chairman (Playboy); CEO, President & Director (PLBY) | 2016–2017; 2018–2020 (Playboy); 2021–present (PLBY) | Led transition into public markets via business combination and subsequent restructuring; longstanding governance link between management and board . |
| Rizvi Traverse Management, LLC | Managing Partner | 2004–2018 | Led media/entertainment buyouts including taking Playboy private in 2011, shaping PLBY’s ownership and strategy . |
| Angelo, Gordon & Co. | Vice President (PE/special situations) | 1998–2003 | Investment and special situations experience relevant to PLBY’s financing and M&A . |
| Cowen & Company | Analyst, M&A | 1996–1998 | Transactional foundation supporting later strategic actions at PLBY . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SESAC (performance rights organization) | Board member | Not disclosed | External board service indicating media/entertainment network ties . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $852,238 | $852,838 | As per Summary Compensation Table. |
| Target Annual Bonus (% of salary) | 100% | 100% | Defined in Kohn Employment Agreement. |
| Performance Bonus Paid | None (no annual performance bonus) | None (no annual performance bonus) | Company did not establish 2024 annual performance targets; no annual performance bonuses. |
| Transaction/Retention Cash | — | $850,000 Transaction Bonus (paid Mar-2025 for Q4’24 financings/transactions) | One-time, not formulaic annual bonus. |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|
| RSU grant (7/30/2024) | N/A | Time-based | Grant-date FV: $652,174; 783,392 units | Vests in full on 6/30/2025; accelerates upon Change of Control or certain terminations . |
| RSU grant (6/30/2023 vest start) | N/A | Time-based | 375,000 units outstanding at 12/31/24 | Vests in two equal installments on each of the first two anniversaries of 6/30/2023 . |
| RSU grant (4/22/2022 vest start) | N/A | Time-based | 90,827 units outstanding at 12/31/24 | Vests in four equal annual installments from 4/22/2022 . |
| PSUs (granted 10/29/2021) | N/A | Stock price VWAP milestones: $20 / $30 / $40 / $50 (30-day VWAP) | First three milestones achieved pre-10/9/2023 (75% vested); remaining tranche amended to vest 50% on 6/30/2024 and 50% on 6/30/2025 | Service requirement applies; amended on 10/9/2023 . |
2024: No stock options granted; equity emphasis via RSUs; PSUs tied to stock price with amended vesting for final tranche .
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Total Beneficial Ownership | 2,594,965 shares (2.7% of outstanding) . |
| Composition | 1,208,757 shares directly; 75,361 via Cold Springs Trust (beneficiary); 50,000 via Bircoll Kohn Family Trust (trustee/controlling person); 445,309 via Woodburn Dr LP (controlled entity); 45,413 RSUs settling within 60 days of 4/21/2025; 1,340,795 options exercisable within 60 days of 4/21/2025 . |
| Pledging/Hedging | Company prohibits hedging and pledging absent pre-approval; as of Record Date, no pledges by officers/directors had been approved . |
| Ownership Guidelines | Non-employee directors must retain at least 25% of net shares awarded; executive-specific ownership guidelines not disclosed . |
Outstanding Options and Key Equity (as of 12/31/2024)
| Grant | Type | Exercisable | Unexercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|---|
| 3/20/2019 | Option | 948,322 | — | $3.35 | 3/20/2029 | Legacy option; initial partial cliff then ratable vest per footnote . |
| 10/09/2023 | Option | 160,991 | 160,990 | $0.66 | 10/09/2033 | Vests in two equal installments from 6/30/2023 . |
| 10/09/2023 | Option | 231,482 | 231,481 | $0.66 | 10/09/2033 | Vests in two equal installments from 6/30/2023 . |
| 10/29/2021 | PSUs | — | 132,047 unvested (post-amendment schedule) | N/A | N/A | Final tranche amended: 50% vested 6/30/2024; 50% vest 6/30/2025 . |
| 7/30/2024 | RSUs | — | 783,392 | N/A | 6/30/2025 (vest date) | Single vest on 6/30/2025; CoC/termination acceleration provisions apply . |
| 6/30/2023 vest start | RSUs | — | 375,000 | N/A | Two annual tranches from 6/30/2023 | Time-based . |
| 4/22/2022 vest start | RSUs | — | 90,827 | N/A | Four annual tranches from 4/22/2022 | Time-based . |
Recent vesting realized (2024): 582,604 RSUs vested for Kohn with aggregate value realized of $475,113, based on market prices at vest dates .
Employment Terms
| Term | Detail |
|---|---|
| Agreement/Role | Kohn Employment Agreement effective with 2021 business combination; CEO/President . |
| Base Salary | $850,000 . |
| Target Bonus | 100% of base salary; max 200% . |
| Annual/Long-Term Equity | 2021: $2.0M (50% options/50% RSUs); 2022+ annual $2.0M target, may include performance awards; special Initial PSUs (stock-price milestones) and Initial RSUs tied to fully diluted ownership on grant date . |
| Benefits | Company-paid life insurance ($25M death benefit) and disability insurance (≥$5M annualized benefit) . |
| Severance (no CoC) | If terminated without cause or resigns for good reason: 1.5× (base+target bonus) paid over 18 months; pro-rata bonus; up to 18 months COBRA; accelerate 100% of time-based equity; continued vesting of certain performance awards based on actual performance . |
| Severance (within 24 months post-CoC) | 2.5× (base+target bonus) paid over 30 months; pro-rata bonus; up to 18 months COBRA; accelerate 100% of time-based equity; 100% of then-outstanding Initial PSUs vest in full . |
| Equity Accelerators | 2024 RSUs vest in full on 6/30/2025; accelerate upon CoC, sale of majority of assets, or termination without cause per grant terms . |
| Restrictive Covenants | Non-solicitation of employees for 12 months post-termination; confidentiality/invention assignment . |
| Clawback | Executive incentive-compensation clawback adopted Nov 20, 2023, compliant with SEC/Nasdaq; three-year look-back on restatements; no recoveries in 2024 . |
| Hedging/Pledging | Prohibited subject to General Counsel pre-approval; no pledges approved as of Record Date . |
| 2024 Retention Agreements | Company granted RSUs on 7/30/2024 (Kohn: 783,392), and intends (subject to committee approval) to grant similar RSUs in 2025 and 2026; under certain conditions, intended 2025/2026 RSUs (if not granted) may convert to cash; forfeiture if resigns/terminated for cause before grant . |
Board Governance
- Position and roles: Kohn serves as CEO, President, and Director; PLBY separates the CEO and Chairman roles, with Suhail Rizvi as Chairman, to enhance oversight while maintaining management-board communication .
- Independence and committees: Independent directors are Tracey Edmonds, Juliana F. Hill, and James Yaffe; committee memberships exclude executives (Audit: Edmonds/Hill/Yaffe; Compensation: Edmonds/Hill/Yaffe; CGN: Edmonds/Hill/Yaffe) .
- Board compliance: Following board expansion and addition of György Gattyán, PLBY notified Nasdaq on Feb 11, 2025 of temporary noncompliance with the majority independence requirement and received a deficiency letter; the company expects to cure by appointing an additional independent director by Aug 11, 2025 .
- Attendance: Board held 19 meetings in 2024; each director attended at least 75% of meetings and committees served .
Director Compensation (Context for dual-role)
- Non-employee director policy (amended 4/20/2023): annual cash retainer $65,000; committee chair/member retainers; annual equity grant target $100,000; directors must retain at least 25% of net shares awarded; Kohn, as an employee-director, is not included in non-employee director compensation .
Performance & Track Record
- Strategic transactions: In Q4’24, PLBY executed significant financing and business deals, including (i) sale of 14.9M shares at $1.50/share to Byborg affiliate The Million S.a.r.l. (gross proceeds $22.35M), (ii) a 15-year License & Management Agreement with Byborg with $20M minimum guaranteed annual royalties, and (iii) an Additional Purchase Agreement for 16.96M shares at $1.50/share subject to stockholder approval; Kohn received a $850,000 transaction bonus in March 2025 for these efforts .
- Capital structure actions: Fortress exchanges, amendments, and preferred conversions reduced term loans and added Series B Convertible Preferred Stock; partial conversion in Jan 2025 created a >5% common holder in Fortress .
- Financial outcomes/TSR: Net losses of $79.4M (2024), $180.4M (2023), $277.7M (2022); TSR path shows $100 initial investment valued at $14.75 (2024), $10.10 (2023), $27.78 (2022) year-end, indicating material drawdowns during Kohn’s leadership period .
Equity Supply/Vesting Overhang (Insider Selling Pressure)
- Upcoming vesting: 783,392 RSUs vest on 6/30/2025 (plus time-based installments from prior RSU grants) and the amended final tranche of the 2021 PSUs also vests 6/30/2025, creating potential supply near mid-2025; retention agreements contemplate additional RSU awards in 2025 and 2026 (subject to approval) or cash substitution under specific conditions .
Related Party & Alignment Considerations
- Ownership and affiliations: Kohn previously managed at Rizvi Traverse (major PLBY holder), and he disclaims beneficial ownership of RT’s shares; he holds 2.7% beneficially via direct, trust, controlled entity, near-term RSUs, and near-term exercisable options; company policy limits conflicts via related-party transaction review, with Audit Committee oversight .
- Hedging/pledging/10b5-1: Hedging and pledging restricted; trades require pre-clearance and Rule 10b5-1 compliance where applicable .
Say-on-Pay & Compensation Governance
- Exequity serves as independent compensation consultant to the Compensation Committee; the committee determined Exequity’s independence under SEC/Nasdaq rules; 2025 proxy includes advisory vote on executive compensation .
Compensation Structure Analysis
- Mix/shift: 2024 had no new options and emphasized time-based RSUs; the last PSU tranche was amended from stock-price contingency to time-based dates for the final 50% (June 2024/June 2025), lowering performance contingency on that portion .
- Discretionary elements: 2024 included a one-time $850,000 transaction bonus to Kohn; no annual performance bonus was awarded for 2024, reflecting use of discretion tied to transactions rather than preset annual performance metrics .
- Clawback: Implemented Nov 2023; no recoveries required for 2024 .
Data Tables
Summary Compensation (Kohn)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 852,238 | 852,838 |
| Bonus ($) | — | 850,000 (Transaction bonus paid Mar-2025 for Q4’24 deals) |
| Stock Awards ($) | 495,000 | 652,174 |
| Option Awards ($) | 518,063 | — |
| All Other Comp ($) | 9,754 | 9,754 |
| Total ($) | 1,875,055 | 2,364,766 |
Pay vs Performance (Company-level context)
| Year | PEO Total ($) | PEO Compensation Actually Paid ($) | Average Non-PEO NEOs Total ($) | Average Non-PEO NEOs Compensation Actually Paid ($) | Value of $100 Investment (TSR) ($) | Net Loss ($) |
|---|---|---|---|---|---|---|
| 2022 | 3,717,913 | (16,575,910) | 1,793,824 | (2,398,126) | 27.78 | (277,704,361) |
| 2023 | 1,875,055 | 1,965,832 | 651,866 | 575,483 | 10.10 | (180,417,941) |
| 2024 | 2,364,766 | 2,781,839 | 1,010,700 | 1,150,583 | 14.75 | (79,397,000) |
Beneficial Ownership Detail (Kohn)
| Category | Shares |
|---|---|
| Direct | 1,208,757 |
| Cold Springs Trust | 75,361 |
| Bircoll Kohn Family Trust | 50,000 |
| Woodburn Dr LP (controlled) | 445,309 |
| RSUs (settling within 60 days of 4/21/2025) | 45,413 |
| Options (exercisable within 60 days of 4/21/2025) | 1,340,795 |
| Total Beneficial Ownership | 2,594,965 |
| % of Outstanding | 2.7% |
Upcoming Vesting/Acceleration Triggers (Kohn)
| Grant | Shares/Units | Next Vest Date | Acceleration Terms |
|---|---|---|---|
| RSUs (7/30/2024 grant) | 783,392 | 6/30/2025 | Accelerates upon Change of Control, sale of majority of assets, or termination without cause per grant . |
| PSUs (10/29/2021; amended 10/9/2023) | 132,047 unvested at 12/31/24 | 6/30/2025 (final 50%) | If terminated within 24 months post-CoC, 100% of then-outstanding Initial PSUs vest . |
| RSUs (6/30/2023 vest start) | 375,000 unvested at 12/31/24 | Annual installments from 6/30/2023 | Time-based . |
| RSUs (4/22/2022 vest start) | 90,827 unvested at 12/31/24 | Annual installments from 4/22/2022 | Time-based . |
Risk Indicators & Red Flags
- PSU amendment: Final tranche of 2021 PSUs had performance condition removed in Oct 2023 (converted to scheduled time-based vesting on 6/30/2024 and 6/30/2025), reducing performance linkage for that portion .
- Discretionary transaction bonuses: 2024 paid outside annual plan, highlighting reliance on non-formulaic awards in a loss-making year .
- Governance compliance: Temporary Nasdaq deficiency (majority independence) post-board expansion; cure targeted by Aug 11, 2025 .
Compensation Committee & Governance
- Members: Edmonds (Chair), Hill, Yaffe; all independent; Exequity engaged as independent consultant; committee meets in executive session; CEO recuses on his own pay .
- Hedging/pledging: Prohibitions in place; no pledges approved as of Record Date .
- Related-party review: Audit Committee oversees related-person transactions per policy .
Investment Implications
- Pay-for-performance alignment mixed: While equity is a large component and initial PSUs were tied to stock price, the 2023 amendment removing the final PSU performance hurdle and the 2024 discretionary transaction bonus weaken strict performance linkage during a period of negative TSR and recurring net losses .
- Near-term selling pressure risk: Significant units are scheduled to vest on 6/30/2025 (RSUs and amended PSUs), and retention agreements contemplate additional 2025/2026 RSUs, creating potential supply pockets around mid-year vesting dates (or cash alternatives if not granted) .
- Retention economics robust: Severance multiples (1.5×; 2.5× with CoC), accelerated time-based vesting, and guaranteed life/disability benefits provide meaningful retention but raise change-in-control cost considerations for shareholders .
- Governance watch items: Temporary loss of board majority independence and significant related-party commercial/licensing and financing arrangements (Byborg/Fortress) merit ongoing oversight of potential conflicts and strategic execution risks .
Overall, Kohn’s package is equity-heavy with meaningful severance protection; the PSU amendment and reliance on discretionary awards reduce performance rigor, while mid-2025 vesting creates observable trading windows to monitor for potential insider supply .