Suhail Rizvi

About Suhail Rizvi

Suhail Rizvi (age 59) is Chairman of the Board at PLBY Group and has served as a director since February 2021; he previously served as a director of Playboy Enterprises from March 2011. He is co‑founder and Chief Investment Officer of Rizvi Traverse Management, a private investment firm that has invested over $3.5 billion in media, entertainment and technology, and holds an undergraduate degree from The Wharton School (1988). The Board believes his 27+ years of private equity investing and operational experience qualify him to serve as Chairman.

Past Roles

External Roles

Board Governance

• Role and structure: Ben Kohn is CEO; Suhail Rizvi is non-employee Chairman. The CEO and Chair roles are separated, and independent directors hold regular executive sessions without management.
• Independence: The Board determined Mr. Rizvi is not independent due to his relationship with Rizvi Traverse (“RT”), a 19.4% stockholder with special rights; non-employee director György Gattyán is also not independent due to Byborg ties.
• Committee assignments: Audit, Compensation, and Corporate Governance & Nominating (CGN) committees are composed solely of independent directors (Edmonds, Hill, Yaffe); Ms. Hill chairs Audit, Ms. Edmonds chairs Compensation, Mr. Yaffe chairs CGN. Mr. Rizvi is not listed as a member of these committees.
• Attendance: In 2024, the Board held 19 meetings and each director attended at least 75% of meetings of the Board and applicable committees; directors are expected to attend annual meetings (four attended last year).
• Nasdaq compliance: On Feb 11, 2025, the company disclosed temporary noncompliance with Nasdaq Listing Rule 5605(b) (no majority independent Board) after adding Mr. Gattyán; cure period through Aug 11, 2025 while the company seeks an additional independent director.

Fixed Compensation

• Policy: Non‑employee directors receive a $65,000 annual cash retainer; annual equity grant reduced to $100,000 grant-date value (RSUs); committee chair/member retainers are $15,000/$10,000 (Comp & CGN) and $20,000/$10,000 (Audit). Directors may elect stock in lieu of cash and must retain 25% of net shares until departure.

• Mix and elections: Mr. Rizvi elected to receive his 2024 director cash fees via stock awards; as of Dec 31, 2024 he held 117,509 outstanding RSUs and had ~$32,500 of 2024 fees to be granted as RSUs in 2025.

Performance Compensation

• No performance-based director compensation disclosed; director equity grants are time-based RSUs per the non-employee director policy.

Other Directorships & Interlocks

• Public company directorships: None disclosed for Mr. Rizvi in the proxy.
• Interlocks/conflicts: RT holds 19.4% of PLBY and has Investor Rights Agreement provisions, including the right to appoint the Board Chair while owning ≥15%; Mr. Rizvi is Chairman under these rights. The CEO previously served as Managing Partner at Rizvi Traverse; the CFO was a Partner at Rizvi Traverse from May 2021 to March 2023, indicating potential influence/interlocks.

Expertise & Qualifications

• Private equity and media/tech investor with portfolio across high-growth platforms; deep deal-making and operations experience (ICM, Summit, Facebook, Twitter, Square, SESAC, Snapchat, Sandbox AQ, Instacart, Planet Labs).
• Long PLBY/Playboy board tenure (2011–present) providing continuity and institutional memory through the 2021 business combination.
• Business education at Wharton; prior Wharton Executive Board service.

Equity Ownership

• Hedging/pledging: Company policy prohibits hedging and pledging; as of the record date, no pledges by officers/directors had been approved under policy.
• Ownership guidelines: Non‑employee directors must retain ≥25% of shares awarded (net of taxes) until departure from the Board.

Governance Assessment

• Strengths:
  • Separation of CEO and Chair roles with an active schedule of independent-only sessions; all three standing committees are fully independent and chaired by independent directors.
  • Clear related-party transaction policy and Audit Committee oversight of related-party dealings; robust insider-trading policy with explicit hedging/pledging prohibitions.
  • Clawback policy adopted (Nov 20, 2023) consistent with SEC/Nasdaq rules; disclosure of no clawbacks in 2024.
• Concerns/RED FLAGS:
  • Chairman not independent and represents a 19.4% shareholder with special charter and board rights (including chair appointment and heightened charter amendment thresholds), potentially influencing governance balance.
  • Nasdaq deficiency letter due to lack of majority independent Board after addition of another non‑independent director; cure period runs until Aug 11, 2025, creating near‑term governance risk if not remedied.
  • Interlocks: Historical ties of CEO and CFO to Rizvi Traverse can create perceived influence channels from the significant shareholder into management.
• Signals:
  • Director compensation elected in equity (stock in lieu of cash) suggests alignment, but combined with large block ownership and special rights, reinforces control influence rather than pure independence.

Overall, Mr. Rizvi brings deep investment and strategic experience and significant ownership alignment, but his non‑independent status, special rights under the Investor Rights Agreement, and prior affiliations with senior management warrant close monitoring of board independence, committee autonomy, and related‑party transaction oversight.