György Gattyán
About György Gattyán
György Gattyán (age 54) was appointed to PLBY’s Board on February 11, 2025 as a Class II director; he was elected to a new term at the June 16, 2025 Annual Meeting that runs to the 2028 annual meeting . He is the Class A Manager and CEO of Docler Holding S.a.r.l., parent of Byborg Enterprises S.A., PLBY’s largest licensee; he founded LiveJasmin in 2001 and co-created the sport teqball, serving as FITEQ co-founder and Vice President since 2016; he chairs the Gattyán and Docler Foundations and holds degrees from Kodolányi János University and Semmelweis University .
Past Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| Docler Holding S.a.r.l. | Class A Manager & CEO | 2013–present | Parent of Byborg; experience in digital media and IT |
| Byborg Enterprises S.A. | Control person (parent of The Million S.a.r.l.) | 2024–present stake in PLBY via affiliates | Largest licensee for Playboy Plus/TV/Club under 15-year LMA |
| LiveJasmin | Founder | 2001–present | Web-based business expertise |
| FITEQ (Federation Internationale de Teqball) | Co-founder & Vice President | Since 2016 | International sports governance |
| Gattyán Foundation; Docler Foundation | Chairman of Board of Trustees | Since 2021 | Philanthropy governance |
| Junior Prima Primissima Foundation | Co-founder & Patron | Since 2011 | Cultural awards; science talent sponsorship |
External Roles
| Organization | Role | Tenure / Dates | Public Company? |
|---|---|---|---|
| Docler Holding S.a.r.l. | CEO | 2013–present | No public listing disclosed |
| Byborg Enterprises S.A. | Control person | 2024–present | No public listing disclosed; PLBY’s largest licensee |
| FITEQ | Vice President | Since 2016 | Non-profit sports body |
| Foundations (Gattyán, Docler) | Chair of Trustees | Since 2021 | Non-profit |
Board Governance
- Classification: Class II director; Board expanded from 5 to 7 seats on Feb 11, 2025; his initial term expired at the 2025 Annual Meeting and he was re-elected to a term expiring at the 2028 Annual Meeting .
- Independence: Determined not independent by PLBY under Nasdaq rules due to his control of >10% and relationship with Byborg (largest licensee) .
- Committees: Not listed as a member of Audit, Compensation, or CGN; those committees comprised of independent directors (Audit: Hill—Chair, Edmonds, Yaffe; Compensation: Edmonds—Chair, Hill, Yaffe; CGN: Yaffe—Chair, Edmonds, Hill) .
- Board attendance: In 2024 the Board held 19 meetings; each director attended at least 75% of Board/committee meetings; 4 directors attended the 2024 annual meeting (Gattyán was appointed in 2025) .
- Nasdaq compliance: Company notified Nasdaq of temporary noncompliance with majority-independent requirement upon his appointment; cure period through Aug 11, 2025; a new independent director (Natalia Premovic) was appointed Aug 4, 2025, restoring majority independence (Board now 7 directors, 4 independent) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $65,000 | Paid quarterly in arrears; directors may elect shares in lieu of cash |
| Annual equity grant (RSUs) | $100,000 grant date value | Policy amended Apr 20, 2023 to reduce from $200k to $100k; initial grant eliminated |
| Audit Committee — Chair | $20,000 | Additional annual retainer |
| Audit Committee — Member | $10,000 | Additional annual retainer |
| Compensation Committee — Chair | $15,000 | Additional annual retainer |
| Compensation Committee — Member | $10,000 | Additional annual retainer |
| CGN Committee — Chair | $15,000 | Additional annual retainer |
| CGN Committee — Member | $10,000 | Additional annual retainer |
| Special Committee roles | Discretionary | Board may award additional retainer |
| Ownership requirement | Retain ≥25% of awarded shares (net of taxes) until departure | Alignment guideline for non-employee directors |
2024 Director compensation snapshot (Gattyán appointed in 2025): Rizvi $161,413 (stock-in-lieu of fees); Edmonds $197,826; Yaffe $197,826; Hill $202,826; Gattyán $0 (not yet on Board). Outstanding RSUs as of 12/31/24: Rizvi 117,509; Edmonds 117,509; Yaffe 117,509; Hill 123,564 .
Performance Compensation
| Metric | Structure | Disclosed for Directors? |
|---|---|---|
| Performance-based cash bonus | Not a director component | None disclosed for non-employee directors |
| PSUs tied to TSR/financial goals | Not in director policy | None disclosed for non-employee directors |
| Option awards | Not in current director policy | None disclosed for non-employee directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | None disclosed for Gattyán |
| Interlocks/conflicts | Control relationship with Byborg (largest licensee); Board seat right while ≥7,450,000 shares owned by Byborg affiliates |
| Independence determination | Not independent due to >10% ownership and Byborg relationship |
Expertise & Qualifications
- Digital technology and media founder/executive; entrepreneur with web-based businesses (LiveJasmin) .
- Governance roles across multiple organizations; philanthropic leadership .
- Education: degrees from Kodolányi János University and Semmelweis University .
- Board stated rationale: management and operational advice aligned with asset-light, digital strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| György Gattyán (control person of The Million S.a.r.l.) | 14,900,000 | 15.9% | Record Date: Apr 21, 2025 |
| Note | Disclaims beneficial ownership of shares held by The Million S.a.r.l., except to extent of pecuniary interest | — | — |
| Hedging/pledging | Company policy prohibits hedging and pledging without pre-approval; no pledges by officers/directors approved as of Record Date | — | — |
Shareholder Votes (2025 Annual Meeting)
| Proposal | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect György Gattyán (Class II) | 60,597,054 | 2,870,485 | — | 14,333,407 |
| Nasdaq Proposal (2nd tranche to The Million S.a.r.l.) | 17,933,040 | 30,507,913 | 126,586 | 14,333,407 |
| Say-on-Pay (advisory) | 53,674,646 | 9,526,194 | 266,699 | 14,333,407 |
Related-Party Transactions and Exposure
| Date | Counterparty | Transaction | Key Terms |
|---|---|---|---|
| Oct 30, 2024 | Byborg Enterprises S.A. | Securities Purchase Agreement (Initial) | 14,900,000 shares at $1.50; proceeds $22.35M; Board expanded to 7; Byborg retains right to designate a director while owning ≥7,450,000 shares; standstill limits to 29.99% ownership and prohibits group formation during standstill |
| Nov 5, 2024 | The Million S.a.r.l. (Byborg subsidiary) | Closing of Initial SPA | Became significant stockholder; related party status for The Million, Byborg, Gattyán |
| Dec 14, 2024 | Byborg Enterprises S.A. | License & Management Agreement (LMA) | 15-year term starting Jan 1, 2025; minimum guaranteed royalties $20M per year; excess royalties payable to PLBY; Byborg retains majority of net profits from licensed operations |
| Dec 14, 2024 | The Million S.a.r.l. | Additional SPA (subject to vote) | 16,956,842 shares at $1.50; proceeds $25.44M; rejected by stockholders on June 16, 2025 |
Governance Assessment
- Independence and conflicts: Gattyán’s non-independence stems from controlling a >10% stake and Byborg’s role as PLBY’s largest licensee; Board disclosed temporary Nasdaq noncompliance post-appointment and subsequently added an independent director to cure, signaling awareness but highlighting concentration risk .
- Board seat rights and influence: Byborg-affiliated entities retain a director designation right while holding ≥7,450,000 shares; the LMA grants Byborg operational control over key Playboy businesses with PLBY receiving $20M/year guaranteed royalties, but Byborg retaining majority net profits—creating ongoing related-party exposure and potential influence over strategic direction .
- Shareholder signals: Gattyán received strong support in his election (60.6M For vs. 2.9M Withheld), but stockholders rejected the second tranche investment to The Million S.a.r.l., indicating investor sensitivity to further ownership concentration despite support for governance and strategic changes (name change, share increase) .
- Committee structure: Gattyán is not on core committees; Audit, Compensation, and CGN Committees are fully independent and chaired by independent directors—mitigating direct committee-level conflicts in related-party review (Audit has explicit related-party transaction review duties) .
- Attendance and engagement: 2024 attendance thresholds were met across the Board; Gattyán’s tenure began in 2025 (no 2024 attendance applicable). The Board held 19 meetings, indicating active oversight during restructuring and financing activities .
RED FLAGS
- Non-independence with deep related-party ties (Byborg LMA; large equity stake and seat-designation rights) .
- Ownership concentration risk and potential strategic influence by Byborg affiliates; stockholders rejected additional equity issuance to The Million S.a.r.l. .
- Temporary Nasdaq noncompliance upon appointment (majority-independent requirement), later cured—an indicator of governance strain during transition .
POSITIVE SIGNALS
- Guaranteed royalty stream ($20M/year) from LMA provides recurring cash flows to PLBY despite related-party nature, potentially supporting deleveraging and cash generation .
- Independent committees (Audit/Comp/CGN) with stated duties for related-party review and use of independent compensation consultant (Exequity), supporting governance discipline .