Ariel Sandler
About Ariel Sandler
Ariel Sandler is Chief Operations Officer (COO) of Playtika since May 2024, after serving as EVP, Business Operations from January 2022 to May 2024; he oversees global operations, procurement, welfare, real estate, payroll, security and safety . He is a CPA (Israel) with a B.A. in Economics and Accounting (Ben-Gurion University) and an MBA (Tel Aviv University) . Company performance metrics linked to his incentives: 2024 Retention Plan Adjusted EBITDA was $850.6M (97.2% of $875M target), driving an 86% of target annual bonus payout; 2024 annual revenue growth was <1%, resulting in 0% achievement under 2022 PSUs (with 25 PSUs minimum vest for certain Israel executives) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Playtika | EVP, Business Operations | Jan 2022–May 2024 | Led global operations; procurement, welfare, real estate, payroll, security, safety |
| Logia Group Ltd. | Operations/Finance roles | — | Contributed to operations and finance capabilities |
| Grant Thornton | Finance roles | — | Built accounting and financial expertise (CPA) |
External Roles
- Not disclosed in the proxy or filings reviewed.
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $276,604 | $450,000 | 2025 salaries adjusted to market post-Retention Plan; Pearl Meyer advised |
| Allowances/Perqs | Monthly car allowance; company cell phone | Monthly car allowance; company cell phone | Israeli law travel allowance substituted by car allowance; phone provided |
Performance Compensation
Annual Bonus (2024 and target structure)
| Metric | Threshold | Target | Maximum | Actual 2024 | Payout Mechanics |
|---|---|---|---|---|---|
| Retention Plan Adjusted EBITDA ($) | 90% of $875M target | $875M | 110% of target | $850.6M (97.2% of target) | Straight-line between goals; below threshold zero |
| Bonus Opportunity (A. Sandler) | $270,500 | $541,000 | $1,082,000 | $465,516 (≈86% of target) | Threshold 50%, target 100%, max 200% of target |
| 2025 Bonus Opportunity (A. Sandler) | $225,000 | $450,000 | $900,000 | — | Reset post-Plan expiration |
PSUs and RSUs Granted in 2024
| Award Type | Metric | Target Units (#) | Grant-Date Fair Value ($) | Vesting | Performance Targets |
|---|---|---|---|---|---|
| PSUs (2024) | Annual Revenue Growth | 142,157 | $905,540 | Up to 33.3% per year over 2025–2027 | Achievement: Below 1% = 0%; 1% = 50%; 2%+ = 100% |
| PSUs (2024) | Adjusted EBITDA | 142,157 | $905,540 | Up to 33.3% per year over 2025–2027 | Only a target objective; if below target, no vest |
| PSUs (2024) | TSR | 284,314 | $953,400 | Up to 33.3% per year over 2025–2027 | Based on annual TSR goals |
| RSUs (2024) | Time-based | 284,314 | $1,776,963 | Quarterly over 3 years; first vest Mar 15, 2025; fully vested Dec 15, 2027 | Service-based only |
Legacy 2022 PSUs – 2024 Outcome
| Award | Units Eligible per Year | 2024 Revenue Growth | Result | Notes |
|---|---|---|---|---|
| 2022 PSUs (revenue growth) | Up to 25% per year | <1% | 0% achievement; min 25 PSUs vested for Sandler (Israel executives) | Vest based on annual revenue growth 2022–2025 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 369,867 shares; 0.1% of outstanding (based on 375,435,929 shares as of Apr 17, 2025) |
| Outstanding Unvested/Unearned (12/31/2024) | RSUs: 284,314 ($1,973,139); 2024 PSUs TSR: 284,314 ($1,973,139); 2024 PSUs Revenue: 142,157 ($986,570); 2024 PSUs EBITDA: 142,157 ($986,570); 2022 PSUs unearned: 37,163 ($257,911); 12/15/2022 RSUs: 64,000 ($444,160) |
| 2024 Stock Vested | Shares vested: 64,025; value realized: $489,942 |
| Ownership Guidelines | 3× base salary for execs; compliance achieved as of proxy date |
| Hedging/Pledging | Prohibited for directors/officers; margin purchases and pledging banned |
| Option Exercises | None in 2024 for NEOs |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement & Term | Employment agreement via Playtika Ltd.; not for a specific term; terminable by either party with 30 days’ notice; immediate termination for cause |
| Cause Definition | Criminal offense; breach of trust/loyalty; uncured material breach; deliberate harm; breach of confidentiality/inventions/non-compete/non-solicit; other circumstances under applicable law |
| Non-Compete/Non-Solicit | In effect during employment and 12 months post-termination (Israel) |
| Benefits & Perqs | Monthly car allowance (replaces travel allowance under Israeli law); company cell phone; pension/severance and education fund contributions per Israeli practice |
| Severance Structure | Section 14 severance contributions; Sandler elected lower “determined salary” base; waived claims to statutory severance beyond company contributions to the fund |
| Amendment (Apr 22, 2025) | Effective Jan 1, 2025: Determined Salary for pension/severance set at NIS 25,000; excess employer pension contributions paid as “Deposit Substitute”; Sandler waives severance above contributions |
| RSU Acceleration | Pre-2023 RSUs: upon Qualifying Termination, RSUs scheduled within 12 months vest; if <50% vested, at least 50% vests; within 3 months before/on/after change-in-control, all RSUs vest; death/disability full vest |
| PSU Acceleration | Qualifying Termination before change-in-control: prorated vest for in-period PSUs based on actual performance; upon change-in-control: outstanding PSUs convert to time-based vesting annually through final period; post-CIC Qualifying Termination: full acceleration |
| Potential Payments (12/31/2024) | Termination apart from CIC: RSU accel $222,080; PSU accel $347; total $222,427; Termination with CIC: RSU accel $444,160; PSU accel $4,204,363; total $4,648,523 |
Investment Implications
- Pay-for-performance alignment: 2024 bonus tied to Retention Plan Adjusted EBITDA paid at ~86% of target on 97.2% achievement, indicating reasonable sensitivity to profit metrics; 2022 PSUs largely forfeited on <1% revenue growth underscores tighter calibration to top-line growth .
- Equity supply overhang: 2024 RSUs (284,314) vest quarterly through Dec 2027, creating steady insider share accrual; coupled with sizable unearned PSUs (TSR/revenue/EBITDA), potential future vesting could add supply contingent on performance and TSR outcomes .
- Retention risk: Non-compete/non-solicit at 12 months and Israeli Section 14 severance structure (with waiver beyond contributions) lower severance cash exposure; minimal cash severance in modeled scenarios suggests limited golden parachute risk, but CIC triggers produce meaningful equity acceleration ($4.65M modeled) which could incentivize alignment or create event-driven vesting .
- Ownership alignment: Beneficial ownership is 0.1%; however, executives meet stock ownership guidelines (3× base), and hedging/pledging prohibitions enhance alignment; continued RSU vesting increases time-based ownership stake .
- Compensation mix shift: 2025 salary reset to $450,000 post-Plan expiration increases fixed pay; PSUs tied to revenue growth, Adjusted EBITDA, and TSR indicate balanced metrics with an apparent higher TSR allocation (double unit count vs each financial metric), supporting multi-factor alignment .
Appendix: Key 2024 Compensation Line Items (NEO Summary Extract)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 276,604 | 1,061,893 | 4,541,442 | 3,122,574 | 63,370 | 9,065,883 |