Michael Cohen
About Michael Cohen
Michael Cohen, age 54, is Playtika’s Chief Legal Officer (since December 2021) and Corporate Secretary (since October 2020). He previously served as Executive Vice President and General Counsel at Playtika from October 2016 to December 2021, and Senior Vice President, Corporate Development, General Counsel and Corporate Secretary at Caesars Acquisition Company from April 2014 to October 2017; he holds a BBA from University of Wisconsin–Madison and a JD from Northwestern University School of Law . Company TSR index values (value of $100 investment) moved from 64 (2021) to 32 (2022), 32 (2023), and 27 (2024), while Retention Plan Adjusted EBITDA was $982.7m (2021), $919.0m (2022), $944.4m (2023), and $850.6m (2024) . Executive bonuses for 2024 were tied solely to Retention Plan Adjusted EBITDA, which reached $850.6m (97.2% of the $875m target), resulting in ~86% of target payouts for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Playtika Holding Corp. | Executive Vice President & General Counsel | 2016–2021 | Senior legal leadership for corporate matters |
| Caesars Acquisition Company | SVP, Corporate Development; General Counsel; Corporate Secretary | 2014–2017 | Corporate development and legal oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed in company filings |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (effective Jan 1, 2025) |
|---|---|---|---|
| Base Salary ($) | 385,000 | 385,000 | 875,000 |
| Target Bonus ($) | 1,100,000 | 1,100,000 | 875,000 |
| Actual Annual Bonus Paid ($) | 1,061,893 | 946,520 | — |
Notes: 2024 annual bonus tied to Retention Plan Adjusted EBITDA; payout ~86% of target for NEOs based on $850.6m actual vs $875m target .
Performance Compensation
Annual Bonus Plan (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout | Vesting Date |
|---|---|---|---|---|---|---|---|
| Retention Plan Adjusted EBITDA ($) | 100% | 787.5m (90% of target) | 875.0m | 962.5m (110% of target) | 850.6m | ~86% of target | Feb 2025 (Committee approval) |
Michael Cohen’s 2024 bonus payout was $946,520 .
Equity Awards and Metrics
| Award Type (Grant Date) | Shares/Units Granted | Metric | Annual Targets | Payout Curve | Vesting Cadence |
|---|---|---|---|---|---|
| 2024 TSR PSUs (12/18/2024) | 392,157 | 1-Year TSR | Threshold: 10%; Target: 15%+ | 0%/50%/100% | Up to 33.3% per year (2025–2027) |
| 2024 Adjusted EBITDA PSUs (12/18/2024) | 196,078 | Adjusted EBITDA | Targets set by Committee (not disclosed) | Binary: 0%/100% if target met | Up to 33.3% per year (2025–2027) |
| 2024 Annual Revenue Growth PSUs (12/18/2024) | 196,078 | Revenue Growth | Threshold: 1%; Target: ≥2% | 0%/50%/100% | Up to 33.3% per year (2025–2027) |
| 2024 RSUs (12/18/2024) | 392,157 | Time-based | — | — | Quarterly over 3 years (Mar 15, 2025 start) |
| 2022 PSUs (2/7/2022) | 202,703 (award size) | Revenue Growth (2022–2025) | For 2024 period: <1% (0% pay) | 0%/50%/75%/100% | Up to 25% per year (4 years) |
2024 revenue growth was <1% for the 2022 PSU plan, so Michael Cohen received 0 PSUs for the 2024 tranche (unlike Israel-based executives subject to a 25-unit minimum) .
Grant-date fair value for 2024 stock awards to Michael Cohen totaled $6,264,048 across PSUs and RSUs , with individual grant-date fair values: TSR PSUs $1,315,033, EBITDA PSUs $1,249,017, Revenue PSUs $1,249,017, RSUs $2,450,981 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (Shares) | 482,310 (0.1% of 375,435,929 outstanding as of Apr 17, 2025) |
| Unvested RSUs | 392,157 (2024 grant) + 101,334 (Dec 15, 2022 grant) |
| Unearned PSUs Outstanding | 392,157 (TSR) + 196,078 (Revenue) + 196,078 (EBITDA) + 50,676 (2022 revenue PSUs) |
| Options (Exercisable/Unexercisable) | None outstanding; company did not grant options in 2024; Cohen exchanged options for RSUs in Dec 2022 (101,334 RSUs) |
| Shares Pledged/Hedged | Prohibited by company policy (anti-hedging and anti-pledging) |
| Ownership Guidelines | Executives: 3× base salary; all executive officers satisfied requirements as of proxy date |
Vesting supply dynamics: 2024 RSUs vest quarterly over three years starting March 15, 2025, creating predictable near-term selling pressure potential as tranches deliver .
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-Control Treatment (PSUs) | Upon CoC, PSUs convert to time-based vesting in equal annual installments through the final performance period; any completed period vests based on actual performance; if a Qualifying Termination occurs after CoC and before final period-end, all outstanding PSUs accelerate and vest in full |
| Change-in-Control Treatment (RSUs) | RSUs granted prior to 2023: accelerated vesting on Qualifying Termination within three months before/on/after CoC; RSUs granted in 2023–2024 are not eligible for this accelerated vesting |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback adopted; recovery of erroneously awarded incentive compensation for Section 16 officers on/after Oct 2, 2023 upon financial restatement |
| Tax Gross-Up | 280G/4999 excise tax gross-up entitlement under 2020 Plan award agreements granted prior to 2024 for Messrs. Abrahams and Cohen |
| Potential Payments (as of Dec 31, 2024) | Termination w/o Cause or Resignation for Good Reason apart from CoC: RSU acceleration $351,629; total $351,629 |
| Termination w/o Cause or Resignation for Good Reason with CoC: RSU acceleration $703,258; PSU acceleration $5,794,824; total $6,498,082 |
Perquisites: For 2024, Cohen received 401(k) employer match ($6,000) and life insurance contributions; no perquisites >$10,000 .
Compensation Structure Analysis
- Elimination of legacy Retention Plan as of Dec 31, 2024 and shift to market-based cash and equity mix for 2025: base salaries increased to peer benchmarks (Cohen to $875,000) and target bonuses reset to match new base levels (Cohen to $875,000) .
- Introduction of balanced PSU portfolio (TSR, Adjusted EBITDA, revenue growth) with annual determinations across 2025–2027, plus quarterly RSU vesting over three years – raising the share of at-risk, performance-linked pay and a consistent time-based vesting cadence .
- 2024 performance outcomes included forfeiture of 2022 PSUs for non-Israel executives due to <1% revenue growth in 2024 (0% PSU vesting for Cohen) – reinforcing pay-for-performance discipline .
- Anti-hedging and anti-pledging policies and ownership guidelines (3× base salary for executives) strengthen alignment; the company reports executives met ownership requirements .
- Gross-up provisions (280G/4999) under pre-2024 awards are shareholder-unfriendly features persisting in legacy agreements for Cohen .
Multi-Year Compensation (Michael Cohen)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 385,000 | 1,056,763 | 4,166,382 | 3,323,582 | 6,560 | 8,938,287 |
| 2023 | 385,000 | 1,061,893 | — | 4,160,517 | 7,113 | 5,614,523 |
| 2024 | 385,000 | 1,061,893 | 6,264,048 | 3,603,578 | 6,439 | 11,320,958 |
Notes: “Non-Equity Incentive” includes Retention Plan Appreciation Unit payouts: $2,657,059 (2024), $2,889,934 (2023), $2,592,339 (2022), plus annual bonus payouts per year .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 2,615,500,000* | 2,567,000,000* | 2,549,300,000* |
| EBITDA ($) | 636,100,000* | 688,900,000* | 619,900,000* |
Values retrieved from S&P Global.*
Pay Versus Performance (Company)
| Year | TSR Index ($100 Base) | Peer Group TSR Index | Net Income ($mm) | Retention Plan Adjusted EBITDA ($mm) |
|---|---|---|---|---|
| 2021 | 64 | 120 | 308.5 | 982.7 |
| 2022 | 32 | 81 | 275.3 | 919.0 |
| 2023 | 32 | 117 | 235.0 | 944.4 |
| 2024 | 27 | 142 | 162.2 | 850.6 |
Ownership Policies, Hedging/Pledging, and Guidelines
- Anti-hedging and anti-pledging policies prohibit derivative transactions, short sales, and pledging/margin purchases by directors, officers and employees .
- Stock ownership guidelines: CEO 6× base salary; other executives 3×; compliance reported for all executives .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support ~85% of votes cast, reflecting continued investor support after program redesign efforts since 2022 .
Compensation Peer Group (Benchmarking)
- Peer group retained (with Activision Blizzard removed post-acquisition): AMC Networks, AppLovin, CyberArk, DraftKings, Electronic Arts, IAC, Light & Wonder, Match Group, Pinterest, Roku, Take-Two, Xperi, Ziff Davis .
Investment Implications
- Alignment: Cohen’s 2025 package shifts toward balanced cash and performance equity; PSUs across TSR, Adjusted EBITDA, and revenue growth align incentives with shareholder value creation, while anti-hedging/pledging and ownership guidelines further strengthen alignment .
- Retention risk: Quarterly RSU vesting through 2027 and annual PSU determinations provide strong retention hooks; however, legacy 280G/4999 gross-up provisions persist and could increase CoC costs, a governance overhang to monitor .
- Trading signals: Expect steady supply from quarterly RSU vesting starting Mar 15, 2025; PSU outcomes will be sensitive to 1-year TSR and annual revenue/EBITDA targets—watch for annual vesting determinations and performance disclosures as catalysts .
- Pay-for-performance: 2024 revenue growth below 1% resulted in zero PSU vesting for non-Israel executives under 2022 PSUs—evidence of discipline; bonus payouts calibrated to Retention Plan Adjusted EBITDA (97.2% of target → ~86% payouts), suggesting high linkage to operating results .