DEF 14A 1 a2021def14a.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
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xDefinitive Proxy Statement
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oSoliciting Material under §240.14a-12

Everi Holdings Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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To Our Stockholders:
Everi’s results in 2020 reflect one of the most unusual and challenging years in the history of the Company. We faced significant challenges due to the ongoing impact of the coronavirus disease 2019 (“COVID-19”) pandemic. We acted swiftly and focused on addressing the pandemic’s impact on our employees and their families, our Company, and our customers. As a result, we evaluated our business strategies in the second quarter of 2020, and implemented measures to create a safe workplace environment, including implementing remote working policies, reducing our ongoing operating costs, seeking ways to operate our business more efficiently and effectively, and conserving our resources. We also borrowed an additional $125 million, which together with cash on hand and our revolving credit line, provided liquidity.

As we continue to navigate the ongoing effects of the COVID-19 pandemic, our first priority continues to be the health and welfare of our employees, our customers, and their guests while maintaining our focus on the long-term success and health of our Company.

The quarterly sequential increases in revenues and net income achieved in the fourth quarter reflect the strength and balance of our businesses, in particular, our significant percentage of higher-margin recurring revenues, and our track record of consistent operating execution. Year-over-year progress in several of our operating metrics, despite increased restrictions on certain casino activities during the quarter, is a direct result of the material advances in our Games and FinTech product portfolios.

These advances reflect our focus on developing new and enhanced products to help our customers extend their relationship with their guests and operate more efficiently, and for which we are seeing increasing demand. Our improved operating performance, together with the ongoing benefits of our cost savings initiatives, resulted in an increase in operating income and our return to generating net income in the fourth quarter.

We believe our FinTech contactless, compliance, and player-loyalty solutions continue to be mission critical elements for our customers as they conduct business. Products and services, such as our digital mobile CashClub Wallet®, and player-loyalty promotional and self-service enrollment kiosks, enable our customers to provide cashless/contactless solutions and operate more cost efficiently, even as they help drive revenue.

Our Games development teams continue to create original, entertaining, in-demand games that provide memorable player experiences for players in both land-based and online digital gaming.


2020 Financial Highlights

Revenues
increased on a quarterly sequential basis in each of the third and fourth quarters of 2020

Returned to net income in the fourth quarter

2020 Product Highlights

Annual Gaming and Technology Awards from Global Gaming Business:

Best Slot Product and Best Consumer-Service Technology Awards for Second Consecutive Year

The Vault® game theme won Gold Medal for Best Slot Product

CashClub Wallet® Core Edition technology
won Silver Medal for Best Consumer-Service Technology

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Our success in implementing our new product development priorities enabled us to drive improvements in several key performance metrics and execute on new opportunities, such as the demand for cashless funding solutions, despite the challenges of the COVID-19 pandemic. This success, combined with our focus on optimizing our operations, has enabled Everi to address the industry’s current challenges, while positioning us to grow as the operating environment normalizes.

The combination of our core values – Collaboration, Integrity, Inclusion, Excellence, and Fun, our operating initiatives, and long-term growth prospects has provided Everi with a solid foundation on which we can achieve further success. We expect these factors and our focus on fiscal discipline to drive consistent profitable growth and cash flow in the years ahead, as the gaming industry and broader economy recover. Everi is committed to expanding its innovative and creative reach and continuing to build a culture based on the tenets of respect and transparency.

In closing, we would like to thank each and every one of our team members around the globe for their wholehearted commitment during 2020 and their ongoing dedication, as well as for the support of our customers, stockholders, and vendor partners. We have an exciting growth story and look forward to further elevating Everi as a leading supplier of imaginative gaming entertainment content and products and trusted financial technology and loyalty solutions.

On behalf of the Board and employees of Everi, we also thank Miles Kilburn for his 15 years of distinguished service as both a member and Chairman of the Board of Directors. Miles has been an integral contributor to our success and upon his retirement from the Board at the 2021 Annual Meeting, we wish him all the best in his next and future endeavors.
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/s/ Michael D. Rumbolz

Michael D. Rumbolz
Chief Executive Officer            

April 19, 2021



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April 19, 2021
Dear Stockholder:
On behalf of the Board of Directors and officers of Everi Holdings Inc. (“we,” “us,” “our,” “Everi,” or the “Company”), we are pleased to invite you to attend our 2021 Annual Meeting of Stockholders. The meeting will be held at Everi’s headquarters located at 7250 S. Tenaya Way, Suite 100, Las Vegas, Nevada 89113, on Wednesday, May 19, 2021 at 9:00 a.m. Pacific Time (the “Annual Meeting”).
Due to the ongoing public health impact of the coronavirus disease 2019 (“COVID-19”) global pandemic, and in consideration of the health and well-being of our stockholders and other meeting participants, we will require attendees to comply with health and safety protocols endorsed by the Centers for Disease Control and Prevention, including the wearing of masks and maintaining social distancing.
At the Annual Meeting, you will be asked to:
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Elect two Class I director nominees named in this Proxy Statement.
Approve, on a non-binding, advisory basis, the compensation of our named executive officers.
Approve the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan.
Ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
Transact such other business as may properly
come before the Annual Meeting or any
postponement or adjournment thereof.
The accompanying Proxy Statement provides a detailed description of these proposals and other information that you should read and consider before voting.
Your vote is very important to us. Regardless of whether you expect to attend the Annual Meeting in person, please submit your proxy or voting instructions over the Internet, telephone, or by mail as soon as possible to ensure that your shares are represented at the Annual Meeting and your vote is properly recorded. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you previously submitted your proxy.
If you have any questions concerning the Annual Meeting, and you are the stockholder of record of your shares, please contact our Senior Vice President, Investor Relations, William Pfund, at william.pfund@everi.com or (702) 676-9513. If your shares are held by a broker or other nominee, please contact your broker or other nominee for questions concerning the Annual Meeting.
We are fully cognizant of the continued challenges for the Company, our people, our customers, our stockholders, and our other stakeholders. During these uncertain times, we remain optimistic that our products and services will remain highly valued by our customers and their patrons. Your Board brings executive, financial, and strategic leadership together with a wide range of complementary skills and backgrounds relative to the Company’s industry, to assist management in navigating these uncharted times. The Board remains diligent and highly focused on our people, sustainable growth, and performance as we continue to build long-term shareholder value and continue striving for a more diverse and inclusive Company. On behalf of the Board of Directors and our employees, we thank you for your past and ongoing support of the Company.
Sincerely,
/s/ Michael D. Rumbolz
Michael D. Rumbolz
Chief Executive Officer & Director




NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
Date and Time:
Wednesday, May 19, 2021
9:00 a.m. Pacific Time
Location:
Everi Holdings Inc. Corporate Headquarters
7250 S. Tenaya Way, Suite 100
Las Vegas, Nevada 89113
To Our Stockholders:
You are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Everi Holdings Inc., at which stockholders will vote on the following proposals listed below. Your vote is very important to us. Regardless of whether you expect to attend the Annual Meeting in person, please submit your proxy or voting instructions over the Internet, telephone, or by mail as soon as possible to ensure that your shares are represented at the Annual Meeting and your vote is properly recorded. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you previously submitted your proxy. The Company may require attendees to comply with health and safety protocols endorsed by the Centers for Disease Control and Prevention, which may include recommended social distancing and the use of personal protective equipment such as face masks.
Voting Matters
1.
Election of two Class I director nominees named in this Proxy Statement.
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Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card or voting instruction form.
2.To approve on a non-binding, advisory basis, the compensation of our named executive officers.
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Call 1-800-690-6903 or the number on your voting instruction form. You will need the 16-digit number included in your proxy card or voting instruction form.
3.
To approve the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan to, among other things, increase the maximum aggregate number of shares that may be issued thereunder by 5,000,000 shares.
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Send your completed and signed proxy card or voting instruction form to the address on your proxy card or voting instruction form.
4.
To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
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If you plan to attend the meeting in person, you will need to bring a government-issued picture ID and proof of ownership of Everi Holdings Inc. common stock as of the record date. The Company may require attendees to comply with health and safety protocols, including social distancing and the use of personal protective equipment such as face masks.
5.To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.
Given the impact of the COVID-19 pandemic, we strongly encourage you to vote in advance of the meeting over the Internet, telephone or by mail as described above.
Record Date
Stockholders of record as of the close of business on April 5, 2021 will be entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 19, 2021. Our Proxy Statement is attached. Financial and other information concerning Everi Holdings Inc. is contained in our Annual Report to Stockholders for the fiscal year ended December 31, 2020 (the “2020 Annual Report”). A complete set of proxy materials relating to our Annual Meeting is available on the Internet. These materials, consisting of the Notice of 2021 Annual Meeting of Stockholders, Proxy Statement, Proxy Card, and 2020 Annual Report are available and may be viewed at www.proxyvote.com.
This Notice of Annual Meeting and the accompanying Proxy Statement are first being made available to our stockholders on or about April 19, 2021.
By Order of the Board of Directors,
/s/ Kate C. Lowenhar-Fisher
Executive Vice President, Chief Legal Officer – General Counsel
and Corporate Secretary

April 19, 2021




PROXY STATEMENT TABLE OF CONTENTS

PROXY STATEMENT SUMMARYSeverance Benefits
2020 Performance HighlightsCompensation Committee Report
Corporate Governance HighlightsMembers of the Compensation Committee
Environmental Sustainability; Social ResponsibilityCompensation of Named Executive Officers
PROXY STATEMENT2020 Summary Compensation Table
PROPOSAL 1: ELECTION OF TWO CLASS I DIRECTORS
Grants of Plan-Based Awards
Outstanding Equity Awards
BOARD AND CORPORATE GOVERNANCE MATTERS2020 Option Exercises and Stock Vested
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSEmployment Contracts and Equity Agreements, Termination of Employment, and Change in Control Arrangements
EXECUTIVE OFFICERS
PROPOSAL 2: ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY ON PAY)
Pension Benefits and Nonqualified Deferred Compensation
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EXECUTIVE COMPENSATION
Compensation Discussion and AnalysisEQUITY COMPENSATION PLAN INFORMATION
I. EXECUTIVE SUMMARYPAY RATIO
Compensation Actions
PROPOSAL 3: APPROVAL OF THE EVERI HOLDINGS INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN
II. COMPENSATION PHILOSOPHY AND OBJECTIVES
Compensation Governance Practices
PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Components of Our Compensation Program
2020 Target Total CompensationREPORT OF THE AUDIT COMMITTEE
2020 Say on Pay ResultsDELINQUENT SECTION 16(a) REPORTS
III. COMPENSATION DECISION MAKING PROCESSFREQUENTLY ASKED QUESTIONS
Paying for Performance: Realizable PayOTHER MATTERS
Role of the BoardANNUAL REPORT TO STOCKHOLDERS AND ANNUAL REPORT ON FORM 10-K
Role of the Compensation Committee
Role of ManagementAPPENDIX A: RECONCILIATION OF NON-GAAP MEASURES
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Role of Compensation Consultants
Compensation Risk OversightAPPENDIX B: EVERI HOLDINGS INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN
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IV. COMPENSATION COMPETITIVE ANALYSIS
Peer GroupAPPENDIX C: SUPPLEMENT TO PRESENT REQUIRED INFORMATION IN SEARCHABLE FORMAT
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V. ELEMENTS OF COMPENSATION
Base Salary Compensation
Annual Incentives
2020 Performance Metrics
2020 Performance and Actual Payouts
Long-Term Equity Incentive AwardsINDEX OF FREQUENTLY REQUESTED INFORMATION
2020 AwardsCorporate Governance Highlights
VI. ADDITIONAL COMPENSATION POLICIES AND PRACTICESEnvironmental Sustainability; Social Responsibility
Equity Ownership PolicyDirector Nominees
Clawback PolicyCompensation of Directors
Anti-Hedging and Anti-Pledging PoliciesCompensation of Named Executive Officers
Tax ConsiderationsPay Ratio
Retirement Plans




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PROXY STATEMENT SUMMARY
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Everi Holdings Inc. (“we,” “us,” “Everi” or the “Company”) for use at the 2021 Annual Meeting of Stockholders and at any adjournment or postponement thereof. On or about April 19, 2021, we will begin distributing to each stockholder entitled to vote at the 2021 Annual Meeting of Stockholders this Proxy Statement, the Notice of 2021 Annual Meeting of Stockholders, a proxy card or voting instruction form, and our 2020 Annual Report. Shares represented by a properly executed proxy will be voted in accordance with the instructions provided by the stockholder. This summary highlights information contained elsewhere in this Proxy Statement; however, it does not contain all of the information you should consider. You should read the entire Proxy Statement before casting your vote.
Voting Matters and Board Recommendations
ProposalDescriptionBoard RecommendationPage (for more detail)
1 Election of two Class I director nominees named in this Proxy Statement. FOR each of the Board’s nominees 
2 Approval, on an advisory basis, of the compensation of our named executive officers. FOR 
3 
Approval of the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan.
 FOR 
4Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.FOR
Stockholders will also transact any other business that properly comes before the meeting.
Additional information, including “FREQUENTLY ASKED QUESTIONS” about this Proxy Statement, the Annual Meeting, and voting can be found on page 81.
2020 Performance Highlights
Throughout 2020, we responded to the challenges posed by the COVID-19 pandemic and its impact on our Company, our customers, and the gaming and hospitality industry while continuing to execute on our key growth initiatives. At the onset of the pandemic in March 2020, as it impacted our industry and we faced an immediate future of no revenues and no incoming cash flow, we acted swiftly. The leadership team took actions to reduce expenses, conserve liquidity, and plan for the survival of the Company.
Approximately 80 percent of the Company’s workforce were placed on furlough, salaries were reduced for remaining employees, and we implemented remote working and safe workplace policies. To lead the way, the Board of Directors and Chief Executive Officer cut their compensation to zero, with 70 percent reductions for the executive team, and smaller reductions for those employees earning less. In April 2020, the Company was able to secure an additional $125 million in borrowings, which together with cash on hand and its revolving credit line, provided liquidity for the Company while casinos were closed. Everyone demonstrated his/her dedication across the Company and accepted sacrifices to help the Company become well positioned to weather a prolonged period of little-to-no revenue.
Fortunately, the first casinos reopened their doors in late May, and during the next few months, more customers restarted operations and casino patrons returned. As customers reopened, we brought back furloughed employees, implemented policies designed to provide a safe workplace return, and began to restore compensation. With a majority of our gaming customers reopening properties by the end of September 2020, and our activity rates and results continuing to improve through the third and fourth quarter, we: (i) reinstated base compensation to pre-COVID-19 levels for the employee base and retroactively restored a significant portion of the reduced salaries with one-time catch up payments; (ii) although not promised at the time of
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reduction, reversed nearly all compensation reductions for both our executives and directors; and (iii) fully paid down the outstanding balance on our revolving line of credit.
Through our dedication and unwavering commitment to provide our customers and their patrons with exceptional products and services, our 2020 fourth quarter operating results reflected quarterly sequential improvement over the third quarter, despite the continued impact from the COVID-19 pandemic and related casino closures. In addition, we were able to return to net income in the fourth quarter.
In the 2020 fourth quarter, revenues rose to $119.6 million from $112.1 million in the 2020 third quarter, and net income improved to $1.1 million, or $0.01 per diluted share, compared to a net loss of $0.9 million, or $(0.01) per diluted share, in the 2020 third quarter.
Additionally, the creative talents and commitment of our employees were recognized with our premium game, The Vault®, winning the Gold Medal for Best Product in the Gaming Industry for the 2020 Global Gaming Business Gaming & Technology Awards, which consecutively follows winning of the Gold Medal last year as well. Our digital mobile CashClub Wallet® solution for casinos was awarded the Silver Medal for Best Consumer Technology, the third consecutive year of such recognition for our FinTech business.
The fourth quarter also saw the first deployment of our new digital, cashless CashClub Wallet® solution at two customers. Powered by our CashClub Wallet® technology, our offering provides operators with a cashless, touchless, flexible, robust, secure, regulatory-compliant, and cost-effective payment method capable of providing their guests with a seamless experience across their entire gaming and resort amenities of the casino.
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For more information on our 2020 results and other related financial measures, we refer you to our 2020 Annual Report.
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CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES
This Proxy Statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including as they relate to our expectations, goals, or plans related to corporate responsibility, sustainability and environmental matters, employees, policy, business, procurement and other risks and opportunities, as do other materials or oral statements we release to the public. Forward-looking statements are neither historical facts nor assurances of future performance, but instead are based only on our current beliefs, expectations, and assumptions regarding the future of our business, plans and strategies, projections, anticipated events and trends, the economy, and other future conditions, as of the date on which this report is filed, and these are subject to change, including the standards for measuring progress that are still in development. All statements other than statements of historical or current facts, including statements regarding our strategy, our operational objectives, and our environmental and social plans and goals, made in this document are forward-looking and aspirational, and are not guarantees or promises such expectations, plans, or goals will be met. Forward-looking statements often, but do not always, contain words such as “expect,” “anticipate,” “aim to,” “designed to,” “commit,” “intend,” “plan,” “believe,” “goal,” “target,” “future,” “estimate,” “seek,” “project,” “may,” “can,” “could,” “should” or “will,” and other words and terms of similar meaning.
Forward-looking statements are subject to inherent risks, uncertainties, and changes in circumstances that are often difficult to predict and many of which are beyond our control. Our actual results and financial condition may differ materially from those indicated in forward-looking statements, and important factors that could cause them to do so include, but are not limited to, the risks and uncertainties described in our 2020 Annual Report on Form 10-K.
We undertake no obligation to update or publicly revise any forward-looking statements as a result of new information, future developments or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our reports and other filings with the Securities and Exchange Commission (the “SEC”). Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
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Corporate Governance Highlights

Our Board has developed strong corporate governance practices to promote long-term value creation, transparency, and accountability to our stockholders. Highlights of our corporate governance policies and structure following the Annual Meeting include:
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WHAT WE DO
86% Independent Directors - 6 of 7
29% Female Directors - 2 of 7 (Including Chair of Nom Gov Committee)
14% Ethnic Diversity of Directors (Self-Identified)
100% attendance at our Board and Committee meetings in 2020
"Plurality-Plus" Voting for Directors (mandatory resignation policy for nominees who fail to receive an affirmative majority of votes cast)
Limitations on Outside Public Company Board Service
Lead Independent Director
Entirely Independent Committees
Audit Committee Financial Experts - 4 of 6
Annual Board and Committee Self-Evaluations
Systemic Risk Oversight by Board and Committees
Environmental, Social, and Governance Oversight by Board and Committees
Regular Executive Sessions of Independent Directors
Investor Outreach Program
Equity Ownership Policy for Directors and Executives
Cash and Equity Compensation Clawback Policy
Annual Say on Pay Advisory Vote
"Double-Trigger" for Change in Control Severance Payments
Ongoing Board Refreshment Planning
Executive Succession Planning Process
Comprehensive Code of Business Conduct, Standards and Ethics, Supplier Code of Conduct, and Corporate Governance Guidelines
Board and Committee Authority to Engage Independent Advisors

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WHAT WE DON’T DO
Poison Pill
Pledging of Our Securities
Hedging of Our Securities
Repricing of Stock Options without Stockholder Approval
Cash Buyouts of Underwater Stock Options without Stockholder Approval
Tax Reimbursements for Perquisites

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  Environmental Sustainability

  Water and Electricity
Our initiatives to improve working remotely are beneficial to our sustainability efforts, including reduction of our energy, water, and paper consumption. In 2020, we reduced and consolidated the number of our office and facilities locations from 14 to 10, with plans to further reduce our office space by approximately 70,000 square feet by June 2021, effectively reducing our carbon footprint.
We implemented recording and reporting protocols at our corporate headquarters and other office and manufacturing locations to monitor our environmental impact at those locations and commence our progress towards setting long-term sustainability targets.

  Parts Refurbishment
We currently have recycling partners in place for industrial material used in the manufacture of our products, including cardboard, electronics, pallets, batteries, packaging materials, and metals, as well as consumer paper, plastics, and aluminum in all of our facilities. In addition, in our Games business, we redeploy component parts and electronic gaming machines to the extent possible.

   Social Responsibility

  Corporate Culture
We are an industry leader and keenly aware of the importance of this role as we strive to also be an industry-leading corporate citizen. We foster a culture among our employees so that the WHY we work at Everi reflects our shared commitment to positively impact our employees, partners, customers and their guests, stockholders, communities, and the environment.
To build this culture we have invested in programs and implemented standards to promote ethical business conduct, diversity, sustainability, giving and volunteerism, and responsible gaming that we believe will support our long-term business success while also bringing positive, lasting contributions to our communities.

  Policies and Principles
We review our Corporate Governance Guidelines and other governance policies annually.
We recently updated our Supplier Code of Conduct to outline our values and expectations for responsible business practices of our third-party suppliers and reinforce our commitment to the improvement of economic, environmental, and social conditions through our business activities and in the same tone and spirit of our own commitments.

  Diversity and Inclusion
We recognize that we can only be at our best when we embrace and reflect the customers and communities that we serve. We believe diverse backgrounds, perspectives, and talents will enable us to continue to be successful and drive shareholder value.
In 2017, we launched our Women's Leadership Initiative to develop and advance diversity throughout the organization and to create opportunities and a path for advancement.
We continue to be committed to maintaining a diverse and inclusive work environment and have implemented mandatory employee-wide diversity and inclusion training initiatives to continue to cultivate a respectful workplace. These training initiatives address challenges like unconscious bias and micro inequities, and offer employees suggestions for navigating these challenges, to help us create a workplace where all contributions are valued, and a range of voices heard.

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  Social Responsibility

  Employee Engagement
We value continuous dialogue with our employees about their experiences. We have several employee feedback mechanisms including opinion surveys, Company-wide email communications, and quarterly Town Hall meetings, among other mediums. Throughout the year, we directly address employee feedback through these mechanisms to increase employee confidence that their feedback will lead to action by management.

  Responsible Gaming
Over the years, the Company has worked with dozens of leading responsible gaming associations across the globe to develop a set of comprehensive tools to help prevent problem gamblers from obtaining funds in a casino. The Company's initiatives and controlled solutions enable casinos to enhance their promotion of responsible gaming while helping them comply with local laws, customs, and culture in the prevention of problem gambling.

  Accolades
Named a Winning 'W' Company by 2020 Women on Boards for achieving at least 20 percent women on its board of directors before the year 2020. One of these board members, Eileen F. Raney, was a keynote panelist on "The National Conversation on Board Diversity" event sponsored by 2020 Women on Boards, and continues to be an active contributor to the organization.
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Human Capital Management
In addition to our Corporate Culture initiatives, Everi implemented programs to support internal and external career development opportunities, offer attractive employee benefits, and actively solicit employee feedback.

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PROXY STATEMENT


PROPOSAL 1
ELECTION OF TWO CLASS I DIRECTORS
(Item No. 1 on the Proxy Card)
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION TO THE BOARD OF THE NOMINEES NAMED BELOW.

Qualifications of Our Class I Director Nominees:
þ    Ms. Raney and Mr. Bali are independent.
þ    Ms. Raney and Mr. Bali have been determined to be financial experts
þ    Ms. Raney and Mr. Bali, respectively, have 4+ and 1+ years of service on our Board.
þ    The two nominees are highly qualified, experienced, diverse, and actively engaged individuals.
NameAgeDirector SincePrincipal (or Most Recent) OccupationCurrent Committees
Eileen F. Raney712016Former member of the Board and a member of the Audit, Compensation, and Governance Committees of the Board of SHFL entertainment, Inc., a global gaming supplier that was acquired by Bally Technologies, Inc. in November 2013
Audit Committee
Compensation Committee
Nominating and Corporate Governance Committee (“Nom Gov Committee” or “Nom Gov”)
Atul Bali492019Non-executive Chairman of the Board of Meridian Tech Holdings Ltd., a regulated global emerging markets sports betting and online gaming firm, operating in Europe, Latin America, and Africa
Audit Committee
Compensation Committee
Nom Gov Committee
Our Certificate of Incorporation provides that the number of directors that shall constitute the Board shall be exclusively fixed by resolutions adopted by a majority of the authorized number of directors constituting the Board. The Company’s Bylaws state that the authorized number of directors of the Company shall be fixed in accordance with the Company’s certificate of incorporation. The authorized number of directors of the Company is currently set at eight. Our Certificate of Incorporation and Bylaws provide that the Board shall be divided into three classes constituting the entire Board. The members of each class of directors serve staggered three-year terms. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. As of the filing of the Proxy Statement, the Board is composed of the following eight members:
ClassDirectorsTerm CommencementTerm Expiration
I
E. Miles Kilburn, Eileen F. Raney, and Atul Bali(1)
2018 Annual Meeting of Stockholders2021 Annual Meeting of Stockholders
IIGeoffrey P. Judge, Michael D. Rumbolz, and Ronald V. Congemi2019 Annual Meeting of Stockholders2022 Annual Meeting of Stockholders
IIILinster W. Fox and Maureen T. Mullarkey2020 Annual Meeting of Stockholders2023 Annual Meeting of Stockholders
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(1)Mr. Bali’s term of office began on November 4, 2019, when he was appointed to the Board.
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On April 2, 2021, E. Miles Kilburn, a member of the Board since March 2005 and Chairman of the Board since 2008, informed the Company that he will retire from the Board and will not stand for re-election at the Company’s 2021 Annual Meeting. Therefore, Mr. Kilburn’s last day of service as a director, Chairman of the Board, and member of the Audit Committee, Compensation Committee, and Nom Gov Committee of the Board will be May 19, 2021. The Board has appointed Michael D. Rumbolz, a current member of the Board and Chief Executive Officer of the Company, to jointly serve as Chairman of the Board and Chief Executive Officer of the Company upon Mr. Kilburn’s retirement. The Board named Ronald V. Congemi, an independent member of the Board since 2013, as Lead Independent Director, effective April 2, 2021.
Upon the recommendation of the Nom Gov Committee of the Board, the Board has nominated Eileen F. Raney and Atul Bali, current Class I Directors of the Company, for election as Class I Directors of the Company. Mr. Bali was recommended to the Board for appointment by Michael D. Rumbolz, Chief Executive Officer of the Company. If elected, each will serve a three-year term until the 2024 Annual Meeting of Stockholders and until his or her successor is each duly elected and qualified or until his or her earlier resignation or removal. Ms. Raney and Mr. Bali have consented, if elected as Class I Directors of the Company, to serve until their respective terms expire. The Board believes that Ms. Raney and Mr. Bali will serve if elected, but if a nominee should become unavailable to serve as a director, and if the Board designates a substitute nominee, the person or persons named as proxy in the enclosed form of proxy may vote for a substitute nominee recommended by the Nom Gov Committee and approved by the Board.
Information Concerning the Director Nominees
Information regarding the business experience of our nominees for election as Class I Directors is provided below, as well as a description of the skills and qualifications that are desirable in light of our business and structure, and led to the conclusion that each nominee should serve as a director.
Class I Directors Whose Term Will Expire in 2021
Eileen F. Raney INDEPENDENT, AUDIT COMMITTEE FINANCIAL EXPERT

Age: 71
Director Since: 2016
Committees: Audit, Compensation, Nom Gov (Chair)

BACKGROUND
Served from January 2011 to November 2013 as a member of the Board and a member of the Audit, Compensation, and Governance Committees of the Board of SHFL entertainment, Inc., a global gaming supplier that was acquired by Bally Technologies, Inc. in November 2013
Founder and Sole Proprietor of Carpe Executive Coaching, a company which provides advisory services to improve executive leadership and performance since 2020
Certified as an Executive Coach by the Center for Executive Coaching in 2020
Certified as a National Association of Corporate Directors (NACD) Board Leadership Fellow in 2018 to 2020
Active member of the Advisory Board for the University of Nevada-Las Vegas Libraries since 2010
Active member of the Advisory Board of Fino Consulting since June 2015
Served on the Board of the University Medical Center of Southern Nevada from 2014 to 2017, as Vice Chair of the Board of Governors and as Chair of both the Strategy Committee and the Audit and Finance Committee
Served from April 2013 to April 2015 as a member of the Board and Finance Committee of the Board of Nevada Health Centers, a federally-qualified health center in Nevada
Retired as National Managing Principal, Research & Development and Member, Deloitte & Touche USA Executive Committee in 2007, a position Ms. Raney held from 2003 to 2007
Served on the Deloitte Board of Directors from 2000 to 2003 while serving as the Human Capital E-Business Leader
Held numerous positions with Deloitte & Touche USA, LLP from 1988 to 2007, including Global Leader, Integrated Health Group from 1996 to 2000, and Western Regional Leader and National Co-Leader, Integrated Health Group from 1988 to 1996
DIRECTOR QUALIFICATIONS
Ms. Raney provides valuable knowledge and skills to our Board due to her financial skills and experience in the gaming industry. Ms. Raney has been designated as an “audit committee financial expert” in accordance with NYSE listing standards.

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Atul Bali INDEPENDENT, AUDIT COMMITTEE FINANCIAL EXPERT

Age: 49
Director Since: 2019
Committees: Audit, Compensation, Nom Gov

BACKGROUND
Serves, since 2016, as non-executive Chairman of the Board of Meridian Tech Holdings Ltd., a regulated global emerging markets sports betting and online gaming firm, operating in Europe, Latin America, and Africa
Serves, since 2021, as non-executive Chairman of The Football Pools Limited, the oldest pool betting company in the world, based in the United Kingdom
Active as an investor in, and advisor to, a range of privately held lottery, gaming, and fintech businesses, including Instant Win Gaming Ltd., a provider of mobile instant win games to State Lottery operators, and Gaming Realms PLC (LSE: GMR), a developer, publisher, and licensor of mobile games, where he served on the board of directors from 2014 to 2018 and held the position of Deputy Chairman from 2015 to 2018
Serves, since 2017, as a director on the Board of Rainbow Rare Earths Ltd. (LSE: RBW), a mining company focused on production from, and expansion of Rare Earth Projects in Burundi, East Africa and in South Africa
Served as President and CEO of GTECH G2, a subsidiary of GTECH Corporation (now NYSE: IGT) until 2010, and held various executive positions, including SVP Corporate Development & Strategy, SVP Commercial Services, and VP Global Business Development at GTECH Corporation between 1997 and 2010
Served as CEO of XEN Group from 2010 to 2012, and thereafter, in divisional President & CEO roles at Aristocrat Technologies Inc. (ASX: ALL) from 2012 to 2014, and RealNetworks, Inc. (NASDAQ: RNWK) from 2014 to 2015
Began his career as a Chartered Accountant with KPMG
DIRECTOR QUALIFICATIONS
Mr. Bali provides valuable knowledge and skills to our Board due to his extensive skills and experience in the interactive gaming, gaming, and fintech industries. Mr. Bali was previously qualified as a Chartered Accountant and has been designated as an “audit committee financial expert” in accordance with NYSE listing standards.
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Directors Whose Terms Will Expire in Future Years
Each of the Company’s directors listed below will continue in office for the remainder of his or her term and until a successor is duly elected and qualified or until his or her earlier resignation or removal. Information regarding the business experience, skills and qualifications, and directorships of each such director is provided below.
Class II Directors Whose Term Will Expire in 2022
Geoffrey P. Judge INDEPENDENT

Age: 67
Director Since: 2006
Committees: Audit, Compensation (Chair), Nom Gov

BACKGROUND
Served as a Partner at iNovia Capital, a manager of early stage venture capital funds, from 2010 to 2016 and continues to sit on boards of iNovia portfolio companies
Active private equity investor since 2002, working actively with CEOs at his portfolio companies
Served as Chief Operating Officer in 2002 of Media Solution Services, Inc., a provider of credit card billing insert media
Co-founder and Senior Vice President and General Manager from 1997 to 2002 of the media division of 24/7 Real Media
Served from 1995 to 1997 as Vice President of Marketing for iMarket, Inc., a software company
Served from 1985 to 1994 in various management positions, including as a Vice President and General Manager in the credit card division of American Express
Holds an M.B.A. from Columbia University and a degree in economics from Northwestern University
DIRECTOR QUALIFICATIONS
Mr. Judge provides valuable knowledge and skills to our Board due to his extensive knowledge of the Company’s business and his experience in the financial services and payments industries.
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Michael D. Rumbolz CHIEF EXECUTIVE OFFICER, NON-INDEPENDENT
   CHAIRMAN OF THE BOARD, Effective May 19, 2021
Age: 67
Director Since: 2010
Committees: None

BACKGROUND
Serves as our Chief Executive Officer, having previously served as our President and Chief Executive Officer since June 2016, as our Interim President and Chief Executive Officer since February 2016, and previously as an independent member of our Board from 2010 until his February 2016 appointment to the Interim President and Chief Executive Officer position. He will also serve as Chairman of the Board following Mr. Kilburn’s retirement from the Board at the Annual Meeting.
Served from 2008 to 2010 as a consultant to the Company advising on various strategic, product development, and customer relations matters following the Company’s acquisition in 2008 of Cash Systems, Inc., a provider of cash access services to the gaming industry
Served as Chairman and Chief Executive Officer of Cash Systems, Inc. from January 2005 until August 2008
Held various positions in the gaming industry, including Vice Chairman of the Board of Casino Data Systems, President and Chief Executive Officer of Anchor Gaming, Director of Development for Circus Circus Enterprises (later Mandalay Bay Group), President of Casino Windsor at the time of its opening in Windsor, Ontario, and also has provided various consulting services
Served as Member and Chairman of the Nevada Gaming Control Board from January 1985 to December 1988
Former Chief Deputy Attorney General of the State of Nevada from January 1983 to January 1985
Served as Member and Chairman of the Board of Directors of Employers Holdings, Inc. (NYSE: EIG), a holding company whose subsidiaries are engaged in the commercial property and casualty industry, from January 2000 until May 2020
Serves as a member of the Board of Directors of VICI Properties Inc. (NYSE: VICI) since October 2017
Serves as a member of the Board of Seminole Hard Rock Entertainment, LLC since 2008
DIRECTOR QUALIFICATIONS
Mr. Rumbolz’ vast experience in, and knowledge of, the highly-regulated gaming industry, both as an operator and as a regulator, as well as his experience in the cash access business, and skills gained from previous and current public and private board service, are valuable to our Company and our Board.
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Ronald V. Congemi LEAD INDEPENDENT DIRECTOR, Effective April 2, 2021

Age: 74
Director Since: 2013
Committees: Audit, Compensation, Nom Gov

BACKGROUND
Active member of the Philadelphia Federal Reserve’s Consumer Finance Institute
Served as a member of the Board of Directors of Clearent LLC, a merchant processing company, from 2007 to 2015
Served as consultant to the Acxsys Corporation of Canada, the operating arm of the Interac debit network of Canada from 2009 to 2011
Served as the Chief Executive Officer of First Data’s Debit Services Group (which was acquired by KKR and Co. in 2008, and subsequently by Fiserv in 2019), from 2004 until his retirement in 2009
Served as Senior Vice President of Concord EFS, Inc., a payment and network services company (which was acquired by First Data Corporation in February 2004), and Concord’s Network Services Group from 2001 to 2004
Founded Star Systems, Inc., an ATM and Personal Identification Number, or PIN, debit network in the United States (which was acquired by Concord EFS, Inc. in 2001), and served as its President and Chief Executive Officer from 1984 to 2009
DIRECTOR QUALIFICATIONS
Mr. Congemi is valuable to our Board due to his extensive management experience in the payments industry.

Class III Directors Whose Term Will Expire in 2023
Linster W. Fox INDEPENDENT, AUDIT COMMITTEE FINANCIAL EXPERT

Age: 71
Director Since: 2016
Committees: Audit (Chair), Compensation, Nom Gov

BACKGROUND
Retired and previously served as Executive Vice President, Chief Financial Officer and Secretary of SHFL entertainment, Inc., a global gaming supplier, from 2009 up until the company’s acquisition by Bally Technologies, Inc. in November 2013
Served on the Executive Advisory Board of the Lee Business School at the University of Nevada-Las Vegas from 2015 to 2016
Served as interim Chief Financial Officer of Vincotech in 2009 and as Executive Vice President, Chief Financial Officer and Secretary of Cherokee International Corp. from 2005 to 2009
Served in a variety of executive roles over the course of 18 years at Anacomp, Inc., including Executive Vice President and Chief Financial Officer and as a member of the company’s Board of Directors
Began his career as an accountant at PricewaterhouseCoopers LLC
Mr. Fox is a Certified Public Accountant in the State of California. His license is presently inactive.
Has a B.S.B.A. from Georgetown University in Washington, D.C
DIRECTOR QUALIFICATIONS
Mr. Fox provides valuable knowledge and skills to our Board due to his financial background and experience in the gaming industry. Mr. Fox is a certified public accountant, with an inactive license in the State of California, and has been designated as an “audit committee financial expert” in accordance with NYSE listing standards.
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Maureen T. Mullarkey INDEPENDENT, AUDIT COMMITTEE FINANCIAL EXPERT

Age: 61
Director Since: 2018
Committees: Audit, Compensation, Nom Gov

BACKGROUND
Retired in 2007 as Executive Vice President and Chief Financial Officer of International Game Technology (currently known as International Game Technology PLC), a leading supplier of gaming equipment and technology, a position Ms. Mullarkey held from 1998 to 2007, and served in a variety of financial and executive management positions in her 18 years with the company
Serves since 2014 as a director of PNM Resources, Inc. (NYSE: PNM), a holding company with two regulated utilities providing electricity and electric services in the State of New Mexico and Texas
Served as a director of NV Energy, Inc. from 2008 to 2013 when the company was sold to Mid-American Energy Holdings Company, a subsidiary of Berkshire Hathaway, Inc.
Served as Entrepreneur in Residence with The Nevada Institute of Renewable Energy Commercialization from 2009 to 2011
Has a B.S. from the University of Texas and an M.B.A. from the University of Nevada-Reno
DIRECTOR QUALIFICATIONS
Ms. Mullarkey provides valuable knowledge and skills to our Board due to her financial skills and experience in the gaming industry. Ms. Mullarkey has been designated as an “audit committee financial expert” in accordance with NYSE listing standards.

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BOARD AND CORPORATE GOVERNANCE MATTERS
Corporate Governance Philosophy
The business and affairs of the Company are managed under the direction of the Board in accordance with the Delaware General Corporation Law, as implemented by the Company’s Certificate of Incorporation and Bylaws. The role of the Board is to effectively oversee the affairs of the Company for the benefit of its stockholders and other constituencies. The Board strives to guide the success and continuity of business through the selection of qualified management. It is also responsible for reviewing the Company’s compliance programs so that the Company’s activities are conducted in a responsible and ethical manner. The Company is committed to having sound corporate governance principles. Highlights of our corporate governance policies and structure following the Annual Meeting include:
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WHAT WE DO
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86% Independent Directors. Six of our seven directors have been determined by us to be "independent" as defined by the SEC and NYSE listing standards, which the Board has adopted as our standards.
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Limitations on Outside Public Company Board Service.
- Our independent directors may not serve on more than three boards of public companies in addition to the Company's Board or on more than two audit committees of public companies, including the Company's Audit Committee, unless otherwise approved by the Board.
- A director who is Chief Executive Officer of the Company should not serve on more than three boards of public companies, including the Company's Board.
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29% Female Directors. Two of our seven directors are female.
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14% Ethnic Diversity of Directors (Self-Identified).
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"Plurality-Plus" Voting for Directors. Director nominees are elected by the highest number of shares cast "for" a director (mandatory resignation policy for nominees who fail to receive an affirmative majority of votes cast).
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Annual Board and Committee Self-Evaluations. Our Board and Committee members conduct self-evaluations at least annually to determine whether the Board and its Committees are functioning effectively.
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Lead Independent Director. Our Board, in accordance with provisions as set forth in our Corporate Governance Guidelines, named an independent director of the Board to serve as Lead Independent Director.
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Ongoing Board Refreshment Planning. Periodic review of our Board's composition to create the right mix of skills, background, and tenure.
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Entirely Independent Committees. All six members of our Audit, Compensation, and Nom Gov Committees are independent.
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Executive Succession Planning Process. Our Board oversees Chief Executive Officer and senior management succession planning, which is reviewed at least annually.
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Audit Committee Financial Experts. Four of the six members of our Audit Committee qualify as an "audit committee financial expert" as defined by the SEC. The remaining two members qualify as "financially literate."
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Code of Business Conduct, Standards and Ethics (and related training). We have adopted and updated a Code of Business Conduct, Standards and Ethics for our non-employee directors and all employees and provide training on compliance.
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Board and Committee Authority to Engage Independent Advisors.
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Supplier Code of Conduct. We have adopted and updated our Supplier Code of Conduct relating to our third-party suppliers.
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All Directors Attended 100% of Board and Respective Committee Meetings. Each director attended 100% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all Committees of the Board on which he or she serves held during 2020.
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Systemic Risk Oversight by Board and Committees. Our Board has overall responsibility for risk oversight, while each of our Audit, Compensation, and Nom Gov Committees monitor and address risks within the scope of their particular expertise or charter.
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Regular Executive Sessions of Independent Directors. Our independent directors regularly meet in executive session without management's participation.


WHAT WE DON’T DO
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No Hedging of Our Securities. Our officers and directors are prohibited from engaging in any hedging or other speculative trading in our stock.
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No Cash Buyouts of Underwater Stock Options without Stockholder Approval.
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No Pledging of Our Securities. Our officers and directors are prohibited from pledging our stock to secure loans of any type.
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No Poison Pill. We do not have a "poison pill" or stockholder rights plan.
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No Tax Reimbursements for Perquisites.
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No Repricing of Stock Options without Stockholder Approval.

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Corporate Governance

Corporate Governance
We have adopted Corporate Governance Guidelines that reflect the Board's commitment to monitoring the effectiveness of policy and decision making both at the Board and management level, with a view to enhancing stockholder value over the long term.
The Corporate Governance Guidelines address, among other things:
Director qualification standards, director selection process, voting and administration of election of directors;
Director responsibilities, time commitments, meeting attendance requirements, orientation and continuing education;
Equity ownership policy;
Director access to management and independent advisors;
Management succession planning, development, and review;
Annual performance evaluations of the Chief Executive Officer and directors; and
Director interaction with stockholders and interested parties.
In addition, our Corporate Governance Guidelines are reviewed annually by the Nom Gov Committee and each of our committee charters is reviewed annually by the applicable committee.

Code of Business Conduct, Standards and Ethics
We have recently adopted an updated version of our Code of Business Conduct, Standards and Ethics to place greater emphasis on diversity and inclusion, privacy, safety and health, sustainability, and corporate social responsibility. Our Code of Business Conduct applies to all our employees, officers, directors, consultants, vendors, suppliers, and agents of the Company.
Our Code of Business Conduct addresses, among other matters:
Speaking up and reporting concerns;
Potential conflicts of interest;
Compliance and adherence to laws, rules, and regulations;
Privacy and data protection;
Company assets and property;
Environmental Sustainability;
Social Responsibility;
Diversity and Inclusion/prohibited harassment;
Human rights;
Supplier diversity;
Workplace safety and health;
Charitable contributions;
Political activities; and
Responsible gaming.
To the extent required by law, any substantive amendment to, or waiver of this Code of Business Conduct will be disclosed to the public within four business days on the Company's website at:
https://www.everi.com/investor-relations/business-summary/governance-documents/.

Ethics and Compliance Hotline
Procedures for (i) the receipt, retention and treatment of complaints regarding improper or questionable accounting internal controls or auditing matters or practices, and (ii) the confidential, anonymous submission of such complaints are set forth in the Company's Code of Business Conduct, Standards and Ethics. In order to facilitate the submission of such complaints, we have implemented a secure compliance hotline and website. The compliance hotline and website are operated by an independent service provider and are available for the anonymous submission of complaints.

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Corporate Governance

Supplier Code of Conduct
We have recently updated our Supplier Code of Conduct to place greater emphasis on our commitment to the improvement of economic, environmental, and social conditions through our business activities and in the same tone and spirit of our own commitments.
Our Supplier Code of Conduct includes our expectation that our suppliers:
comply with all applicable laws and regulations;
conduct business ethically, professionally, and with integrity;
take all necessary steps to keep their workplaces free of harassment and discrimination;
prohibit forced labor and abuse of labor, including human trafficking;
prohibit child labor;
comply with all applicable laws and regulations regarding work hours, wages, and benefits;
ensure health and safety; and
support environmental sustainability.

Clawback Policy
In February 2016, the Board adopted an Incentive Compensation Clawback Policy (the "Clawback Policy "). Pursuant to the Company's Clawback Policy, in the event of a restatement of the Company's financial results due to the misconduct of any employee, the Board or, if so designated by the Board, the Compensation Committee of the Board, is authorized to take action to recoup all or part of any incentive compensation received by Covered Persons.

Insider Trading Policy
We have an Insider Trading Policy and under it, our directors and executive officers, as well as other designated employees, are prohibited from engaging in the following activities:
Hedging or monetization transactions involving our securities; and
Pledging our securities or holding our securities in a margin account as collateral for a loan.

Corporate Governance Policies
As we continue to grow, innovate, and build a culture based on the principles of respect and transparency, it is our duty to our customers, our business associates, our stakeholders, and the communities we serve, to endeavor to uphold the highest standards of ethical conduct, honesty, integrity, and compliance in all that we do, which is what our Code of Business Conduct, Standards and Ethics and our Supplier Code of Conduct are designed to promote.
We recently updated our Code of Business Conduct, Standards and Ethics and Supplier Code of Conduct to place greater emphasis on issues such as diversity and inclusion, privacy, health and safety, environmental sustainability, and corporate social responsibility.
Stockholders may access the Board committee charters, our Code of Business Conduct, Standards and Ethics, Corporate Governance Guidelines, Clawback Policy, and Supplier Code of Conduct in the Corporate Governance section of the “Investors” page on our website at https://www.everi.com/investor-relations/business-summary/governance-documents/. Copies of our Board committee charters, Code of Business Conduct, Standards and Ethics, Corporate Governance Guidelines, Clawback Policy, and Supplier Code of Conduct will be provided to any stockholder upon written request to the Corporate Secretary, Everi Holdings Inc., 7250 South Tenaya Way, Suite 100, Las Vegas, Nevada 89113, or via e-mail to secretary@everi.com.
Environmental Sustainability and Social Responsibility
Overview
We believe that environmental sustainability and social responsibility are key components to driving and maintaining stockholder value. We take our environmental and social responsibilities seriously, and we are continuously exploring ways to strengthen our culture and corporate responsibility framework.
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Through our Nom Gov Committee, our Board oversees the Company’s corporate Environmental Sustainability and Social Responsibility efforts. Our Nom Gov Committee regularly reviews policies, goals, and initiatives related to environmental sustainability, building corporate culture (including diversity and inclusion), supporting our communities, and executing on our human capital management strategy (including corporate culture initiatives, career development, and employee feedback). As the management and reporting of Environmental, Social, and Governance risks and opportunities evolve, we expect to adapt accordingly to support our industry, our communities, and our world.
Environmental Sustainability
We believe our initiatives to improve working remotely are beneficial to our sustainability efforts, including reduction of our energy, water, and paper consumption. In 2020, we reduced and consolidated the number of our office and facilities locations from 14 to 10, with plans to further reduce our office space by approximately 70,000 square feet by June 2021, effectively reducing our carbon footprint.
We have a number of Company-wide programs in place to protect the environment. We implemented recording and reporting protocols at our corporate headquarters and other office and manufacturing locations in order to monitor our environmental impact at those locations and commence our progress towards setting long-term sustainability targets.
With corporate and production facilities worldwide, we are committed to improving our use of electricity and water. In 2019, we implemented metrics to measure water and electric energy use domestically. We strive to reduce overall water and electric energy usage throughout these domestic facilities through technologies such as motion-activated lights and faucets, low-flow toilets, and water filtration systems. Over time, we expect to expand these efforts to support global sustainability in our corporate and production facilities worldwide.
We currently have recycling partners in place for industrial material used in the manufacture of our products, including cardboard, electronics, pallets, batteries, packaging materials, and metals, as well as consumer paper, plastics, and aluminum in all of our facilities. In addition, in our Games business, we redeploy component parts and electronic gaming machines to the extent possible.
Similarly, to reduce bottled water waste, we have installed water filtration systems and hydration stations at a number of our corporate and production facilities to encourage our employees to utilize refillable water bottles, rather than single use plastic water bottles.
In addition, we have an initiative to both reduce our overall paper usage as well as to be more environmentally aware and socially conscious of our choices and consumption. We reprogrammed our printer settings to default to double-sided printing, resulting in an overall reduction in paper consumption. We reinvested the savings from lower purchase volume to begin using copier paper made from recycled paper products.
Social Responsibility
The Company understands that our long-term success depends in part on our ability to create and sustain a corporate culture that fosters a positive work environment. We believe our focus on employee health and safety, diversity and inclusion, and talent strategies that promote employee development, and employee engagement has, and will continue to, contribute to the Company’s overall performance and its future growth. As part of our social responsibility initiatives, we have implemented a Human Rights Statement and Human Rights Policy.
Our Company website makes publicly available descriptions of the Company’s policies and commitment to Social Responsibility at: https://www.everi.com/about-us/corporate-social-responsibility/.
COVID-19
Our commitment to the safety and health of our customers and workforce also guides us as we continue to address the unprecedented challenges of COVID-19. Our focus from the outset has been on our people. We proactively took actions to protect our employees and their families from potential virus transmission. As early as February 2020, we began communicating to our employees regarding World Health Organization and Centers for Disease Control and Prevention guidance and providing cleaning supplies and sanitizing stations to promote workplace health and safety, later expanding these communications to include travel restrictions and work-from-home programs, prior to the issuance of various governmental stay-at-home mandates.
For our furloughed employees, the Company covered the cost of health benefit plans through November 30, 2020, and implemented a Board-approved, Company-funded employee disaster relief fund to provide further assistance to our team members.
In anticipation of a phased return to the workplace plan, we implemented a safe workplace program to provide, among other things, workplace health, hygiene, sanitization, and social distancing guidance.
We believe our efforts have helped position the Company to foster a safe and healthy environment.
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Community
We aim to bring positive, lasting change to the communities in which we operate. In spite of the COVID-19 pandemic, driven by our employee team members called Everi Heart™, we sponsored employee virtual fundraisers and raised contributions for underserved youth, which team contributions were additionally increased by the Company. The Company also made donations to food banks and local charities in Austin, Las Vegas, and Chicago. In the past, we have supported opportunities for youth, underserved families, senior citizens, veterans, animal shelters, and disaster relief efforts, including our own employee disaster relief fund for furloughed Everi employees during the COVID-19 pandemic.
In addition, to continue our commitment to community and provide our casino operator customers a means to also complement their own corporate social responsibility initiatives and support their communities, the Company developed the Everi Cares™ Giving Module, a platform which allows casino patrons to donate change from redeemed vouchers. Our customers and their patrons have embraced the concept of the Giving Module and the potential each donation of that little bit of change can make. To date, our customers’ patrons have made more than $1,000,000 in donations to approximately 80 regional and national charities through our Giving Module since the introduction of the program in 2017.
Responsible Gaming
Over the years, the Company has worked with dozens of leading responsible gaming associations across the globe to develop a set of comprehensive tools to help prevent problem gamblers from obtaining funds in a casino. The Company’s initiatives and Everi’s Self Transaction Exclusion Program (“STeP”) enable casinos to enhance their promotion of responsible gaming while helping them comply with local laws, customs, and culture in the prevention of problem gambling. Our CashClub Wallet® also includes a self-imposed velocity and transaction limits as a supplement to our existing STeP program.
In addition, to further our commitment to Responsible Gaming and to provide our casino operator customers a toolset designed to efficiently maintain compliance with various tax reporting and anti-money laundering requirements, the Company has developed Everi Compliance® AML, a platform with features such as quick alerts, currency transaction and suspicious activity report filing, auditable logging, and tax form generation. These Compliance features can similarly be utilized by casinos in support of their responsible gaming initiatives, including Merchant STeP programs.
Human Capital
Everi believes that a key driver to our current and future success is our ability to attract and retain a workforce of talented individuals from diverse backgrounds and are committed to continuing to develop and implement programs and benefits in furtherance of this focus.
Composition of Our Workforce
As of December 31, 2020, we had approximately 1,300 employees, a vast majority of which work domestically, and are comprised of approximately 600 and 700 employees, for our Games and FinTech segments, respectively. We have not experienced a work stoppage and none of our employees is subject to a collective bargaining agreement.
Corporate Culture Initiatives / Our Workplace
Starting in 2019, we began a campaign to refresh our mission statement and core values. After reviewing the historical core values from our legacy companies, we surveyed our employees for feedback on what it means to work for Everi. We launched our WHY campaign, inspired by Simon Sinek’s TED talk concept of “Start with the WHY”, to encourage our employees to share their own WHYs with their colleagues and customers. In 2020, and again in 2021, we similarly launched our refreshed mission statement and core values.
Our mission statement, which is fundamental to our purpose, is to lead the Industry by reimagining the gaming experience. At Everi, we are guided by our core values: (i) Collaboration; (ii) Integrity; (iii) Inclusion; (iv) Excellence; and (v) Fun, described at our Company website at: https://www.everi.com/careers-culture/.
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Diversity and Inclusion of Our Workforce
The Company is committed to a policy of inclusiveness and actively seeks out highly qualified diverse candidates, including race, gender, ethnicity, veteran status, and similar varied experiences. We have implemented manager awareness training and value-based recruitment initiatives to mitigate unconscious bias, including blind resume review, and sought out diverse recruitment locations, recognizing value in differentiated experiences, and accepting and including a range of voices.
We recognize that we can only be at our best when we embrace and reflect the customers and communities that we serve. We believe diverse backgrounds, perspectives, and talents will enable us to continue to be successful and drive shareholder value. We are an equal opportunity employer and are committed to maintaining a diverse and inclusive work environment. Our employees are to be treated with dignity and respect in an environment free from harassment and discrimination regardless of race, color, age, gender, disability, minority, sexual orientation, or any other protected class.
To build this culture, we have invested in programs and implemented standards to promote ethical business conduct, diversity and inclusion, sustainability, giving and volunteerism, and responsible gaming that we believe will support our long-term business success, while also empowering our team members. We recently updated our Code of Business Conduct, Standards and Ethics to place greater emphasis on issues such as diversity and inclusion, privacy, health and safety, environmental sustainability, and corporate social responsibility. We have also created a new Company position of Senior Vice President, Diversity, Inclusion, and Talent Management.
We have implemented mandatory employee-wide diversity and inclusion training initiatives to continue to cultivate a respectful workplace. These training initiatives address some of the diversity and inclusion concepts biggest challenges, such as unconscious bias and micro inequities, and offer employees suggestions for navigating diversity and inclusion challenges to help us create a workplace where contributions are valued, and voices are heard throughout the organization. Throughout the year, email communications are sent to employees Company-wide on social climate and diversity and inclusion topics, including Juneteenth, and daily communications during Black History Month and Women’s History Month, featuring and honoring historical, influential contributors.
In 2017, we launched our Women’s Leadership Initiative (“WLI”) to develop and advance diversity throughout the organization and to create opportunities and a path for advancement. WLI is committed to promoting and advocating for gender diversity at all levels of leadership through awareness, development, and inspiration, recruiting high-potential female candidates from a wide array of areas of the Company.
Employee Development
We develop our employees through a variety of means, both internally and externally. We offer a leadership program to provide employees training and related resources in a wide variety of managerial skills topics, such as: conflict management, delegation, talent acquisition, eliminating bias behaviors, employee relations, and compliance. In addition, we encourage employees to pursue external education and certification opportunities, many of which may be eligible for cost and tuition reimbursement by the Company, to supplement their career development goals.
Employee Engagement
We value continuous dialogue with our employees about their experiences. We have several employee feedback mechanisms including opinion surveys, Company-wide email communications, and virtual Company-wide Town Hall meetings, among other mediums. Throughout the year, we directly address employee feedback through these mechanisms to increase employee confidence that their feedback will lead to action by management. In 2020, we surveyed employees regarding work-from-home versus office preferences, addition or revision of benefits, and engaged an outside firm, Entromy, to conduct anonymous and confidential surveys and evaluate feedback on our organization, including on department leadership, executive leadership, Company strategy, organizational communications, onboarding, training, and recognition/rewards. In addition, our employees recently were provided an opportunity to participate in our first pulse survey through Energage Top Workplaces program to benchmark our overall success as a workplace nationally and regionally, including on categories such as values, culture, diversity, leadership, and more.
Employee Health and Safety
The health and safety of our employees play an important role in the ongoing success of our Company. They are vital to maintaining our brand image through daily positive interactions with customers. We have policies in place to monitor the working conditions of our employees and implement measures to protect their health, safety, and well-being. We focus on compliance with applicable laws and regulations regarding workplace health and safety as well as our efforts with respect to emergency and disaster recovery plans.
We strive to provide our employees with the best benefits possible and we try to continually improve our benefits offerings to meet employees’ ever-changing needs. We believe that a comprehensive and compelling benefits package allows for us to attract and retain the best employees. Our benefits are designed to recognize the diverse needs of our workforce. Our program provides: (i) competitive and comprehensive benefit options; (ii) a program that considers individual’s needs; and (iii) long-term financial security for our employees and their families.
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In 2020, in response to the COVID-19 pandemic, we extended medical benefits and the Company continued to pay both the Company and employee portion of insurance premiums on medical, dental, vision, and life insurance for furloughed employees through November 30, 2020. Additionally, to address the challenges of juggling work and increased family care needs, we added a new suite of benefits, the “Caregiver Loop Support Bundle” (“Care Companions,” “Connected Caregiving,” and “Law Assure”), designed to bring new tools to help care for immediate family members as well as extended family members, such as a parent, grandparent, in-laws, adult children, or siblings. We also implemented a new flexible Discretionary Paid Vacation and Time Off Policy to afford flexibility for employees to take paid time off throughout the year to promote a better-balanced life with more employees working remotely, and sponsored virtual meetings and webinars, including on mental health, health fair, workouts/yoga, and 401(k) consultation.
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CORPORATE GOVERNANCE
Board Leadership Structure
On April 2, 2021, E. Miles Kilburn, a member of the Board since March 2005 and Chairman of the Board since 2008, informed the Company that he will retire from the Board and will not stand for re-election at the Company’s 2021 Annual Meeting. Therefore, Mr. Kilburn’s last day of service as a director, Chairman of the Board, and member of the Audit Committee, Compensation Committee, and Nom Gov Committee of the Board will be May 19, 2021.The Board has appointed Michael D. Rumbolz, a current member of the Board and Chief Executive Officer of the Company, to jointly serve as Chairman of the Board and Chief Executive Officer of the Company upon Mr. Kilburn’s retirement. The Board named Ronald V. Congemi, an independent member of the Board since 2013, as Lead Independent Director, effective April 2, 2021.
The Board believes that following Mr. Kilburn’s departure, it is in the best interests of the Company for a single person to serve as both the Chairman of the Board and Chief Executive Officer as the Board’s strategic planning and oversight efforts, particularly during the ongoing pandemic, will benefit from Mr. Rumbolz’ deep knowledge and insights with regard to our day-to-day operations. At the same time, the independent directors will have strong leadership in Mr. Congemi as Lead Independent Director, whose responsibilities will include: (a) presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; (b) approving information sent to the Board; (c) approving the agenda and schedule for Board meetings to provide that there is sufficient time for discussion of all agenda items; (d) serving as liaison between the Chairman and the independent directors; and (e) being available for consultation and communication with major stockholders upon request. The Lead Independent Director also has the authority to call executive sessions of the independent directors.
Board Role in Risk Oversight
Our Board is responsible for oversight of our risk assessment process. The Board's role in the Company's risk oversight process includes receiving regular reports from members of our management team with respect to material risks that the Company faces, including, but not limited to: our credit, liquidity, cybersecurity, compliance and legal and regulatory, strategic, and reputational risks. The Board, or the applicable committee of the Board, regularly receives these reports from members of our management team to enable it to identify material risks and assess management's risk management and mitigation strategies, including recent risks that the Company has focused on, including various enterprise risks, market impacts, and other risks driven by COVID-19. The Board engages with the Company's Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and Chief Legal Officer, along with other members of management, to determine the Company's risk tolerance and endeavors to see that management identifies, evaluates, and properly manages and mitigates the overall risk profile of the Company.
image_24.jpg    
image_24.jpg
image_24.jpg
Audit Committee
Assesses risks relating to the Company's financial statements and cybersecurity matters, including information technology risks (inclusive of but not limited to data privacy and security issues); and
Oversees both the Company's external and internal audit functions and oversees the Company's compliance with applicable laws and regulations
Compensation Committee
Oversees the management of risks relating to the Company's executive compensation plans and arrangements; and
Oversees the Company's Employee Equity Plan and issuance of equity to employees
Nom Gov Committee
Reviews, no less than annually , the independence of our Board and potential conflicts of interest concerning our Board and senior executives; and
Oversees the Company's Environmental Sustainability, Social Responsibility, and Corporate Governance initiatives

29


The Board’s Role in Overseeing Cyber-Risk
We employ multiple methods and technologies to secure the Company’s computing environment and maintain the confidentiality, integrity, and availability of our information assets. Our Audit Committee and our Board oversee the Company’s Information Security Program and cyber-security risk. The Audit Committee and our Board periodically receive reports from the Company’s Chief Information Security Officer, or CISO, on the Company’s cyber-risk profile and information security initiatives. The Company’s Information Security Program is administered by the CISO, who maintains a direct reporting line to both the Audit Committee and the Board. At least annually, the Audit Committee receives a formal, enterprise-wide information technology and cyber-security risk assessment and reviews and recommends the Company’s information security program supporting policies to the full Board for evaluation and approval. The Audit Committee regularly reviews and discusses the Company’s technology strategy with the CISO and recommends the Company’s strategic technology plan to the full Board for evaluation and approval. In addition, the Board regularly receives information about these topics and evolving cybersecurity threat landscape from the chair of the Audit Committee, the CISO and management, and is apprised directly of incidents exceeding certain risk tolerances.
Executive Sessions of Independent Directors
Pursuant to our Corporate Governance Guidelines and the NYSE listing standards, in order to promote open discussion among non-employee directors, our non-employee directors regularly meet in executive sessions of non-employee directors. The executive sessions occur after each regularly scheduled meeting of the entire Board and at such other times that the non-employee directors deem necessary or appropriate. The Lead Independent Director shall preside over the executive sessions of the independent directors.
Director Attendance at Meetings of the Board and its Committees and Annual Meeting of Stockholders
Our Board held a total of seventeen (four regular and thirteen special meetings) during the year ended December 31, 2020. During 2020, each director attended 100% of the aggregate of the total number of meetings of our Board and the total number of meetings held by all Board committees on which such person served.
All of our serving directors attended our 2020 annual meeting held on June 16, 2020. We do not have a formal policy regarding director attendance at annual meetings; however, our directors are expected to attend all Board and committee meetings, as applicable, and to meet as frequently as necessary to discharge their responsibilities.
attendance_20211a.jpg
Director Independence
Our Corporate Governance Guidelines provide that a majority of our directors serving on our Board must be independent as required by, and defined by, the rules, regulations, and listing qualifications of the NYSE. In general, a director is deemed independent if the director has no relationship to us that may interfere with the exercise of the director’s independence from management and our Company. Our Board, after broadly considering all relevant facts and circumstances regarding the past and current relationships, if any, of each director with the Company, has affirmatively determined that all of the Company’s non-employee directors, Messrs. Kilburn, Judge, Fox, Congemi, Bali, and Mses. Raney and Mullarkey, are independent directors, and determined that there are no material relationships that would interfere with the exercise of such directors’ independent from management and our Company.
In making these independence determinations, our Nom Gov Committee reviewed and presented to the Board to consider, the following relationships and transactions, which the Board found did not affect the independence of the applicable director:
Atul Bali. Mr. Bali is (i) an advisor to an online instant win gaming company that is a current licensor of Everi content, and a holder of stock options totaling less than 5% of that company’s outstanding shares; (ii) an advisor to a developer, publisher, and licensor of mobile games that licenses Everi games; and (iii) an advisor to a financial software company that is a Remote Gaming Server platform provider for multiple content providers.
30


Regular Board and Committee Evaluations
The Board and the Audit, Compensation, and Nom Gov Committees have an annual evaluation of the committees and of the Board as a whole. In 2020, there was a combined evaluation process for the committees and an evaluation process for the Board, which focused on their roles and effectiveness, as well as fulfillment of their fiduciary duties. The evaluations were completed anonymously to encourage candid feedback. The results of the evaluations are reported to and reviewed by the full Board. Each committee and the Board was satisfied with its performance and considered itself to be operating effectively, with appropriate balance among governance, oversight, strategic, and operational matters.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors
Our Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nom Gov Committee. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues. The composition of the Board committees complies with the applicable rules of the SEC, the NYSE, and applicable law. Our Board has adopted written charters for its Audit Committee, Compensation Committee, and Nom Gov Committee.
The table below depicts the Committee membership during fiscal year 2020 and the current Committee membership as of the date of this Proxy Statement. Our Board believes that at this time, it is appropriate for each of the Board’s non-employee/independent directors to serve on each of our committees. This approach encourages focused discussions that benefit from the variety of perspectives and experiences represented by each of our non-employee directors. Our Board also benefits from a majority of members being apprised of committee activities, which allows for the Board to respond quickly as needed to issues that arise. Our Board has determined that each of the members of our standing committees identified below was “independent,” as defined under and required by the rules of the SEC and the NYSE.
Name IndependentAudit  Compensation Nom Gov Committee# of Other Public Company Boards
E. Miles Kilburn(1)
 
ü
l
 
l
 
l
0
Geoffrey P. Judge 
ü
l
 Chair 
l
0
Ronald V. Congemi 
ü
l
 
l
 
l
0
Eileen F. Raney 
ü
l
 
l
 Chair0
Linster W. Fox 
ü
Chair 
l
 
l
0
Maureen T. Mullarkey 
ü
l
 
l
 
l
1
Atul Bali
ü
l
l
l
1
Michael D. Rumbolz(2)
1
___________________
(1)Mr. Kilburn will retire on May 19, 2021.
(2)Mr. Rumbolz has not served as a member of any committees of the Board since February 2016, when he first became an executive officer of the Company.
Audit Committee
Our Audit Committee is comprised entirely of directors who satisfy the standards of independence established under the applicable SEC rules and regulations, NYSE listing standards, and our Corporate Governance Guidelines. Also, each member of our Audit Committee satisfies the financial literacy requirements of NYSE listing standards.

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MEMBERS
The Audit Committee has responsibility to, among other things, review and discuss with management and our independent auditor, each, as appropriate:
Linster W. Fox (Chair)*
the integrity of our financial statements in accordance with generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the SEC and the NYSE, including the Company’s annual and quarterly audited financial statements;
the performance and adequacy of the Company’s internal audit function and internal auditor;
policies with respect to risk assessment and risk management, including information technology risks (inclusive of but not limited to data privacy and security issues) and major financial risk, and the steps management has taken to monitor and control such exposures (further detail about the role of the Audit Committee in risk assessment and risk management is included in the section entitled “BOARD AND CORPORATE GOVERNANCE MATTERS — Board Role in Risk Oversight” above);
the performance and independence of the Company’s independent auditor;
our compliance with certain legal and regulatory requirements, including reports from the Company’s independent auditor in connection with the preparation of the Company’s financial statements; and
related-party transactions.
E. Miles Kilburn*
Geoffrey P. Judge**
Ronald V. Congemi**
Eileen F. Raney*
Maureen T. Mullarkey*
Atul Bali*
Meetings in 2020: 5
* “Audit Committee Financial Expert” in accordance with NYSE listing standards
** “Financially Literate” in accordance with NYSE listing standards
Compensation Committee
Our Compensation Committee is comprised entirely of directors who satisfy the standards of independence established under the applicable SEC rules and regulations, NYSE listing standards, and our Corporate Governance Guidelines.

MEMBERSPursuant to its charter, the purposes of the Compensation Committee are to, among other things:
Geoffrey P. Judge (Chair)
oversee the responsibilities of our Board relating to compensation of our directors and executive officers;
produce the annual Compensation Committee Report for inclusion in our proxy statement and Annual Report on Form 10-K, as applicable, per applicable rules and regulations; and
design, recommend, and evaluate our director and executive compensation plans, policies, and programs.
E. Miles Kilburn
Ronald V. Congemi
Eileen F. Raney
Linster W. Fox
Maureen T. Mullarkey
Atul Bali
In addition, our Compensation Committee works with our executive officers, including our Chief Executive Officer, to implement and promote our executive compensation strategy. See “EXECUTIVE COMPENSATION — Compensation Discussion and Analysis” for additional information on our Compensation Committee’s processes and procedures for the consideration and determination of executive compensation. According to its charter, our Compensation Committee has the sole authority, at our expense, to retain, terminate, and approve the fees and other retention terms of outside consultants to advise our Compensation Committee in connection with the exercise of its powers and responsibilities.
Meetings in 2020: 8
Compensation Committee Interlocks and Insider Participation
During fiscal year 2020, no member of the Compensation Committee was, or formerly was, an officer or employee of the Company or its subsidiaries. During fiscal year 2020, no interlocking relationship existed between any member of the Company’s Board or Compensation Committee, and any member of the board or compensation committee of any other company.
Nom Gov Committee
Our Nom Gov Committee identifies individuals qualified to become members of our Board, makes recommendations to our Board regarding director nominees for the next annual general meeting of stockholders, and develops and recommends corporate governance principles to our Board. Our Nom Gov Committee, in its business judgment, has determined that it is comprised entirely of directors who satisfy the applicable standards of independence established under the SEC’s rules and regulations, NYSE listing standards, and our Corporate Governance Guidelines. For information regarding our Nom Gov
32


Committee’s policies and procedures for identifying, evaluating, and selecting director candidates, including candidates recommended by stockholders, see Director Candidate Qualification and Nomination Process below.

MEMBERS
Pursuant to its charter, the purposes of the Nom Gov Committee are to, among other things:
Eileen F. Raney (Chair)
compile and present to the Board potential criteria for prospective members of our Board, conduct candidate searches and interviews, and formally propose the slate of directors to be elected at each annual meeting of our stockholders;
advise our Board about appropriate composition and compensation of our Board and its committees;
develop and recommend to our Board adoption of our Corporate Governance Guidelines, our Code of Business Conduct, Standards and Ethics and our policies with respect to conflicts of interest;
make recommendations to the Board as to the membership of committees of the Board;
oversee and evaluate our Board and management; and
monitor our compliance with applicable laws, rules, and regulations.
In addition, our Nom Gov Committee works with our executive officers, including our Chief Executive Officer, to implement and promote our director compensation strategy. See “Director Compensation” for additional information on our Nom Gov Committee’s processes and procedures for the consideration and determination of director compensation. According to its charter, our Nom Gov Committee has the sole authority, at our expense, to retain, terminate, and approve the fees and other retention terms of outside consultants to advise our Nom Gov Committee in connection with the exercise of its powers and responsibilities.
E. Miles Kilburn
Geoffrey P. Judge
Ronald V. Congemi
Linster W. Fox
Maureen T. Mullarkey
Atul Bali
Meetings in 2020: 5

The duties and responsibilities of each of our standing committees are more fully described in their respective charters, which are available at the Corporate Governance section of the “Investors” page on our website at https://www.everi.com/investor-relations/business-summary/governance-documents/.
Director Candidate Qualification and Nomination Process
Director Selection Process. Our Nom Gov Committee is responsible for recommending director candidates and nominees to the full Board, in collaboration with the Chairman of the Board.
As provided in the charter of the Nom Gov Committee, nominations for director may be made by the Nom Gov Committee or by a stockholder of record entitled to vote. The Nom Gov Committee will consider and make recommendations to the Board regarding any stockholder recommendations for candidates to serve on the Board. The Nom Gov Committee does not consider stockholder recommended candidates differently than other candidates. Stockholders wishing to recommend candidates for consideration by the Nom Gov Committee may do so in accordance with the instructions set forth under “When are stockholder proposals due for the 2022 Annual Meeting of Stockholders?” in the “FREQUENTLY ASKED QUESTIONS section of this Proxy Statement.
Our Nom Gov Committee seeks to identify candidates based on input provided by a number of sources, including (i) other members of the Board, (ii) officers and employees of the Company, and (iii) stockholders of the Company.
Our Nom Gov Committee will also seek ongoing input from the incumbent directors and the Chief Executive Officer, with the goal of identifying and informally approaching possible director candidates in advance of actual need. The Company does not pay any third party to identify or assist in identifying or evaluating potential nominees. The Board shall itself determine in each case, the manner by which an invitation to join the Board shall be extended to director nominees, other than those nominated directly by the Company’s stockholders.
33


DIRECTOR QUALIFICATIONS
Key factors that the Nom Gov Committee considers when determining whether to recommend directors for nomination include:
Experience — Particular skills and leadership that are relevant to the Company’s industry
Diversity — Diversity of background, race, gender, qualifications, attributes, and skills
Age and Tenure — The age and Board tenure of each incumbent director
Board Size — The Nom Gov Committee periodically evaluates the size of the Board, depending on the Board’s needs
Board Independence — Independence of candidates for director nominees, including the appearance of any conflict in serving as a director
Board Contribution — Integrity, business judgment, and commitment
Willingness to Continue to Serve — As applies to current directors if re-nominated
A detailed description of the criteria used by the Nom Gov Committee in evaluating potential candidates may be found in the charter of the Nom Gov Committee which is available at the Corporate Governance section of the “Investors” page on our website at https://www.everi.com/investor-relations/business-summary/governance-documents/.

34


HOW WE BUILD OUR BOARD
The Board continuously identifies potential director candidates in anticipation of retirements, resignations, or the need for additional capabilities. This chart describes the ongoing Nom Gov Committee process to identify highly qualified candidates.
1
Consider Current Board Core Competencies & Strategic Needs
Endeavor that the Board is strong in core competencies of strategic oversight, corporate governance,
stockholder advocacy, and leadership and has diversity of expertise and perspective that, collectively,
enable the Board to perform its oversight function effectively.
image_13a.jpg
2
Consider Qualified Candidates
Look for exceptional candidates that possess integrity, independent judgment, substantial business
experience, diversity, and a skill set to meet existing or future business needs.
image_13a.jpg
3
Check Conflict of Interest References
All candidates are screened for conflicts of interest, and the ability to secure relevant licenses required.
image_13a.jpg
4
Nom Gov Committee
Consider shortlisted candidates; after deliberations, Nom Gov Committee recommends candidates
for election to the Board.
image_13a.jpg
5
Full Board
Engage with shortlisted candidate(s); dialogue and decision with a commitment to diverse backgrounds,
expertise, and skills, and range of tenures.
image_13a.jpg
6
Regulatory Licensing Process
Initiate and complete regulatory approval process in all applicable jurisdictions.
image_13a.jpg
Outcome
Added one highly-qualified female director in March 2018.
Expanded the number of directors to serve on the Board from seven to eight members; and added
one highly-qualified independent director, self-identified as ethnically diverse in November 2019.

35


Board Diversity
Our Board believes that the Company’s directors should possess a combination of skills, professional experience, expertise, and diversity of backgrounds necessary to enable the Board to perform its oversight function effectively. Our Board maintains there are certain attributes every director should possess, as reflected in the Board’s membership criteria as discussed above in the “Director Selection Process.” Accordingly, our Board and our Nom Gov Committee consider the qualifications of directors and director candidates individually, and in the context of the Board’s overall composition, and the Company’s current and anticipated future needs. The Board assesses the effectiveness of this goal as part of its annual evaluation process.
In June 2019, the Company was named a Winning ‘W’ Company by 2020 Women on Boards for achieving at least 20 percent women on its board of directors prior to the 2020 target date. Mses. Raney and Mullarkey have served on the Company’s Board beginning in 2016 and 2018, respectively. Ms. Raney was a keynote panelist on “The National Conversation on Board Diversity” event sponsored by 2020 Women on Boards, and continues to be an active contributor to the organization.
Board Refreshment
Below presents a snapshot of the expected composition of our Board immediately following the Annual Meeting.
a11gender_20211a.jpg         a11bethnicity_20211a.jpg            a11cage_20211a.jpg    
a11eindependence_20211a.jpg        a11ftenure_20211a.jpg
The Board intends to review the opportunity to fill the open director position created by Mr. Kilburn’s retirement through the addition of a new director that would continue to advance the gender, cultural, and professional diversity of its current composition and that would bring additional gaming, financial technology, digital, and leadership experience to the Board.
Our Board also believes that directors develop an understanding of the Company and an ability to work effectively as a group over time. This provides substantial value and a significant degree of continuity year-over-year which is beneficial to our stockholders.
Retirement Age
The Board has established a retirement age policy of 75 years for directors, as reflected in our Corporate Governance Guidelines. The Board believes that it is important to monitor its composition, skills, and needs in the context of the Company’s long-term strategic goals, and, therefore, may elect to waive the policy as it deems appropriate. The Board believes it is important to balance refreshment with the need to retain directors who have developed, over time, significant insight into the Company and its operations, and who continue to make valuable contributions to the Company that benefit our stockholders.
36


Director Compensation
Pursuant to the authority granted to it in its charter, the Nom Gov Committee may engage an independent compensation consultant. The consultant reports directly to the Nom Gov Committee, who may replace the consultant or hire additional consultants at any time.
In 2020, the Rewards Solutions practice at Aon plc (“Aon”) served as the Nom Gov Committee’s independent compensation consultant in connection with the committee’s responsibilities related to director compensation. The compensation consultant provides services to the Nom Gov Committee, including, but not limited to: advice on director compensation philosophy, incentive plan design, stockholder engagement, and proxy disclosure, among other compensation topics. The compensation consultant provides no additional services to the Company, other than the similar consulting services provided to the Compensation Committee as to executive compensation and the Equity Incentive Plan.
None of the Company’s management participated in the Nom Gov Committee’s decision to retain Aon; however, the Company’s management regularly interacted with Aon and provided information upon Aon’s request. Aon reported directly to our Nom Gov Committee with respect to director compensation matters, and the Nom Gov Committee may replace Aon or hire additional consultants at any time. Aon attended meetings of our Nom Gov Committee, as requested, and communicated with the Chair of the Nom Gov Committee between meetings; however, our Nom Gov Committee made all decisions regarding the compensation of the Company’s directors.
Our Nom Gov Committee regularly reviews the services provided by its outside consultants and believes that Aon is independent in providing director compensation consulting services. See also “Role of Compensation Consultants” in the “Compensation, Discussion and Analysis section of this Proxy Statement.
Our Nom Gov Committee continues to monitor the independence of its compensation consultant on a periodic basis.
In 2020, our non-employee directors were compensated through equity awards and annual cash retainers for Board and Board Committee service, as follows:
Annual Cash Retainer(1)
Restricted Stock Units(2)
All non-employee Board Members$68,750
18,571 (3)
Chairman of the Board$22,917
29,285 (4)
Audit Committee Chair$22,917None
Audit Committee Member$11,459None
Compensation Committee Chair$18,333None
Compensation Committee Member$9,167None
Nom Gov Committee Chair$13,750None
Nom Gov Committee Member$8,594None
___________________
(1)As a direct result of the circumstances surrounding the COVID-19 global pandemic, the total cash compensation reflected above represents a reduced amount paid as the month of April 2020 fees for Board and Committee services were to be forfeited by the Board.
(2)Vest on the first anniversary date following the grant date of May 26, 2020. Vested shares will be delivered to the reporting person on the earliest of the following events: (i) May 26, 2030; (ii) the reporting person’s death; (iii) the occurrence of a Change in Control (as defined in our equity incentive plans), subject to qualifying conditions; or (iv) the date that is six months following the reporting person’s separation from service, subject to qualifying conditions.
(3)Represents equity units initially calculated based on a value of $130,000. The actual value at the date of grant is disclosed in the following table.
(4)Represents equity units initially calculated based on a value of $205,000. The actual value at the date of grant is disclosed in the following table.
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The following table sets forth the compensation of our independent members of the Board for the fiscal year ended December 31, 2020:
NameFees earned or paid in cash
Stock awards(1)
Total
E. Miles Kilburn(2)
$120,886 $173,074 $293,960 
Linster W. Fox(2)
109,428 109,755 219,183 
Geoffrey P. Judge(2)
107,136 109,755 216,891 
Eileen F. Raney(2)
103,125 109,755 212,880 
Ronald V. Congemi(2)
97,970 109,755 207,725 
Maureen T. Mullarkey(2)
97,970 109,755 207,725 
Atul Bali(2)
97,970 109,755 207,725 
___________________
(1)Represents the fair value of the directors’ restricted stock unit awards in fiscal year 2020, as calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation. The time-based restricted stock units awards granted in 2020 to independent members of our Board vest on the first anniversary date following the grant date of May 26, 2020. Vested shares will be delivered to the reporting person on the earliest of the following events: (i) May 26, 2030; (ii) the reporting person’s death; (iii) the occurrence of a Change in Control (as defined in our equity incentive plans), subject to qualifying conditions; or (iv) the date that is six months following the reporting person’s separation from service, subject to qualifying conditions. For a discussion on the assumptions made in the valuation of the directors’ restricted stock unit awards, see the notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
(2)At December 31, 2020, our independent directors had the following aggregate numbers of unvested restricted stock unit awards and shares underlying outstanding option awards:
NameUnvested stock awardsShares underlying option awards
E. Miles Kilburn51,877 
(i)
464,135 
Linster W. Fox32,897 
(ii)
160,000 
Geoffrey P. Judge32,897 
(iii)
294,424 
Eileen F. Raney32,897 
(iv)
160,000 
Ronald V. Congemi32,897 
(v)
335,000 
Maureen T. Mullarkey32,897 
(vi)
— 
Atul Bali23,532 
(vii)
— 
i.In addition to the unvested restricted stock units reported in the table, Mr. Kilburn holds 25,241 deferred stock units, for which the time-based vesting requirement has been satisfied; however, these awards will only settle in shares of Common Stock in accordance with the provisions set forth in the grant notices.
ii.In addition to the unvested restricted stock units reported in the table, Mr. Fox holds 16,007 deferred stock units, for which the time-based vesting requirement has been satisfied; however, these awards will only settle in shares of Common Stock in accordance with the provisions set forth in the grant notices.
iii.In addition to the unvested restricted stock units reported in the table, Mr. Judge holds 16,007 deferred stock units, for which the time-based vesting requirement has been satisfied; however, these awards will only settle in shares of Common Stock in accordance with the provisions set forth in the grant notices.
iv.In addition to the unvested restricted stock units reported in the table, Ms. Raney holds 16,007 deferred stock units, for which the time-based vesting requirement has been satisfied; however, these awards will only settle in shares of Common Stock in accordance with the provisions set forth in the grant notices.
v.In addition to the unvested restricted stock units reported in the table, Mr. Congemi holds 16,007 deferred stock units, for which the time-based vesting requirement has been satisfied; however, these awards will only settle in shares of Common Stock in accordance with the provisions set forth in the grant notices.
vi.In addition to the unvested restricted stock units reported in the table, Ms. Mullarkey holds 16,007 deferred stock units, for which the time-based vesting requirement has been satisfied; however, these awards will only settle in shares of Common Stock in accordance with the provisions set forth in the grant notices.
38


vii.In addition to the unvested restricted stock units reported in the table, Mr. Bali holds 2,481 deferred stock units, for which the time-based vesting requirement has been satisfied; however, these awards will only settle in shares of Common Stock in accordance with the provisions set forth in the grant notices.
Chief Executive Officer and Senior Management Succession Planning
The Board’s deep commitment to excellence in corporate governance is reflected in its regular review of and ongoing work to further its existing senior leadership succession planning to ensure long-term continuity. Our Board periodically reviews the overall composition of our senior management’s qualifications, tenure, and experience. Our Chief Executive Officer, after consultation with other members of management, provides the Board with a list of key individuals with immediate impact, the critical area of such individual’s impact, short-term/interim action, and long-term action. Our Board reviews this information with our Chief Executive Officer.
39


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Review, Approval or Ratification of Transactions with Related Persons
Under written procedures adopted by the Board, any transaction that is required to be reported under Item 404(a) of Regulation S-K promulgated by the SEC must be reviewed, approved or ratified by the Audit Committee. The types of transactions subject to these procedures include, but are not limited to:
the purchase, sale or lease of assets to or from a related person;
the purchase or sale of products or services to or from a related person; or
the lending or borrowing of funds from or to a related person.
Approval of transactions with related persons shall be at the discretion of the Audit Committee, but the Audit Committee shall consider:
the consequences to the Company of consummating or not consummating the transaction;
the extent to which the Company has a reasonable opportunity to obtain the same or a substantially similar benefit of the transaction from a person or entity other than the related person; and
the extent to which the terms and conditions of such transaction are more or less favorable to the Company and its stockholders than the terms and conditions upon which the Company could reasonably be expected to negotiate with a person or entity other than the related person.
Further, our Code of Business Conduct, Standards and Ethics requires our non-employee directors and our officers and employees to raise with our General Counsel any material transaction or relationship that could reasonably be expected to give rise to a personal conflict of interest. Our Corporate Governance Guidelines also prohibit the Company’s making of any personal loans to directors, executive officers or their immediate family members.
Transactions with Related Persons
Since the beginning of fiscal year 2020, the Company did not engage in any transactions, and there are not currently proposed any transactions, or series of similar transactions, to which the Company was or will be a party, with related parties that required review, approval or ratification of the Audit Committee or any other committee.
Stockholder Engagement and Outreach
We actively engage with and value the opinions of our stockholders. We believe in providing transparent and timely information to our investors. Executive management and our Investor Relations team routinely listen to and communicate with our stockholders on a variety of matters relating to our business strategy and performance, corporate governance, board composition and structure, executive compensation program, and corporate responsibility and sustainability initiatives in various forums, which have included and may include:
quarterly earnings presentations;
industry conferences, including virtual meetings;
conference calls; and
investor day events.
We continued our outreach program in 2020 in spite of the limitations imposed by the COVID-19 pandemic. Throughout the year, we participated in virtual investor conferences and held virtual meetings with analysts and many of our investors. In our virtual meetings, we discussed a variety of topics that are important to investors, including our response to the COVID-19 pandemic, Company performance and operations, new products, industry trends, corporate governance, and short- and long-term strategic direction. We relay stockholder feedback to our Board and its committees regularly, and work with them to enhance our practices and improve our disclosures.
Communication Between Interested Parties and Directors
Stockholders and other interested parties may communicate with individual directors (including the Chairman and Lead Independent Director), the members of a Committee of the Board, the independent directors as a group or the Board as a whole by addressing the communication to the named director, the Committee, the independent directors as a group or the Board as a whole, c/o Corporate Secretary, Everi Holdings Inc., 7250 South Tenaya Way, Suite 100, Las Vegas, NV 89113, or via e-mail to secretary@everi.com. The Company’s Corporate Secretary will forward all correspondence to the named director, the committee, the independent directors as a group or the Board as a whole, except for spam, junk mail, mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations, or advertisements or patently offensive or otherwise
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inappropriate material. The Company’s Corporate Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within the Company for review and possible response.
Relationships Among Directors or Executive Officers
There are no family relationships among any of the Company’s directors or executive officers.
Executive Employment Agreements
We are party to employment agreements with each of our named executive officers. The material terms of the employment agreements with our named executive officers are described under “EXECUTIVE COMPENSATION — Compensation of Named Executive Officers — Employment Contracts and Equity Agreements, Termination of Employment, and Change in Control Arrangements.”
Director and Officer Indemnification Agreements
We have entered into an indemnification agreement with each of our directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable. We have purchased and maintain insurance on behalf of all of our directors and executive officers against liability asserted against or incurred by them in their official capacities, whether or not we are required to have the power to indemnify them against the same liability.
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EXECUTIVE OFFICERS
Set forth below is certain information regarding each of our current executive officers, other than Mr. Rumbolz, whose biographical information is presented under “Class II Directors Whose Terms Will Expire in 2022.”
NameAgePosition
Michael D. Rumbolz67Chief Executive Officer
Randy L. Taylor58President and Chief Operating Officer
Mark F. Labay49Executive Vice President, Chief Financial Officer and Treasurer
Dean A. Ehrlich52
Executive Vice President, Games Business Leader
David J. Lucchese62Executive Vice President, Sales, Marketing and Digital
Darren D. A. Simmons52Executive Vice President, FinTech Business Leader
Kate C. Lowenhar-Fisher43Executive Vice President, Chief Legal Officer - General Counsel and Corporate Secretary
Todd A. Valli46Senior Vice President, Corporate Finance and Chief Accounting Officer
Randy L. Taylor has served as our President and Chief Operating Officer since April 2020, having previously served as our Executive Vice President and Chief Financial Officer since March 2014, and as the Company’s Senior Vice President and Controller since November 2011.
Mark F. Labay has served as our Executive Vice President, Chief Financial Officer and Treasurer since April 2020, having previously served as the Company’s Senior Vice President, Finance and Investor Relations since April 2014, among other responsibilities since August 2002.
Dean A. Ehrlich has served as our Executive Vice President, Games Business Leader since January 2017, having previously served as an Executive Consultant to the Company since August 2016. Prior to joining the Company, Mr. Ehrlich served in various senior executive positions with WMS Industries Inc., an electronic gaming and amusement manufacturer, from June 2003 through July 2015, which was acquired by Scientific Games Corporation in late 2013, including as Senior Vice President Global Gaming Operations, where he led business for premium lease products and commercial sales operations and development of progressive strategic initiatives.
David J. Lucchese has served as our Executive Vice President, Sales, Marketing and Digital since April 2020, having previously served as our Executive Vice President, Digital and Interactive Business Leader since January 2017, our Executive Vice President, Games since January 2015, our Executive Vice President, Client Operations from March 2014 to January 2015, and our Executive Vice President, Sales from April 2010 to March 2014.
Darren D. A. Simmons has served as our Executive Vice President, FinTech Business Leader since January 2019, having previously served as the Company’s Payments Business Leader from December 2017 through December 2018, Senior Vice President, Payments Solutions from January 2015 through November 2017, and Senior Vice President, International Business from August 2006 through December 2014.
Kate C. Lowenhar-Fisher has served as our Executive Vice President, Chief Legal Officer – General Counsel and Corporate Secretary since March 22, 2021. Prior to joining the Company, Ms. Lowenhar-Fisher served as an Equity Member of Dickinson Wright, PLLC from January 2015 to March 2021, and served as Chair of its Gaming & Hospitality Practice Group, where she counseled many of the world’s premier gaming companies on regulatory issues in connection with mergers and acquisitions, corporate restructuring, reorganizations, and financings. Prior to Dickinson Wright, PLLC, Ms. Lowenhar-Fisher served as a Shareholder at Brownstein Hyatt Farber Schreck, LLP (formerly known as Schreck Brignone) from September 2002 to December 2014, where she specialized in gaming law and commercial transactions.
Todd A. Valli has served as our Senior Vice President, Corporate Finance and Chief Accounting Officer since September 2015. Preceding this appointment, Mr. Valli served as Vice President of Corporate Finance and Investor Relations for the Company, among other responsibilities, since September 2011.
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PROPOSAL 2
ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY ON PAY)
(Item No. 2 on the Proxy Card)

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
As required by Item 24 of Schedule 14A, we are asking for stockholder approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement, which disclosures include the disclosures under “Compensation Discussion and Analysis,” the compensation tables, and the narrative discussion following the compensation tables. This proposal, commonly known as a “Say on Pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement.
We believe that the Company has created a compensation program deserving of stockholder support. At our 2020 annual meeting of stockholders, over 89.3% of the votes cast supported our executive compensation program for 2020. Our Compensation Committee, which is responsible for designing and administering our executive compensation program, has designed our executive compensation program to provide a competitive and internally equitable compensation and benefits package that reflects Company performance, job complexity and the strategic value of the applicable position, while promoting long-term retention, motivation, and alignment with the long-term interests of the Company’s stockholders.
Please read “Compensation Discussion and Analysis” for additional details about our executive compensation program, including information about the 2020 compensation of our named executive officers.
The Board unanimously recommends that stockholders vote in favor of the following resolution:
“RESOLVED, that the stockholders of Everi Holdings Inc. approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, set forth in the Company’s definitive proxy statement for the 2021 Annual Meeting of Stockholders.”
Approval of this non-binding, advisory “Say on Pay” resolution requires the affirmative vote of the holders of a majority of the votes cast at the Annual Meeting at which a quorum is present.
The vote on this proposal is non-binding and advisory in nature and will not affect any compensation already paid or awarded to any named executive officer, and it will not be binding on or overrule any decisions by our Board or our Compensation Committee. Nevertheless, our Board highly values input from our stockholders, and our Compensation Committee will carefully consider the result of this vote when making future decisions about executive compensation. The Board has adopted a policy of providing for annual “Say on Pay” advisory votes. Unless the Board modifies its policy on the frequency of holding “Say on Pay” advisory votes, the next “Say on Pay” advisory vote will occur in 2022.
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EXECUTIVE COMPENSATION
The Company is a holding company, the principal asset of which is the capital stock of Everi Payments Inc. (“Everi FinTech”), and the capital stock of Everi Games Holding Inc. (“Everi Games Holding”), which is the parent of Everi Games Inc. (“Everi Games”). All of the executive officers of the Company are employees of Everi FinTech, other than Mr. Ehrlich who is an employee of Everi Games. All references in this Proxy Statement to executive compensation relate to the executive compensation paid by Everi FinTech or Everi Games to such executive officers.
Compensation Discussion and Analysis
The following Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives, and structure of our 2020 executive compensation program for our “named executive officers” or “NEOs.” This CD&A is intended to be read in conjunction with the Compensation of Named Executive Officers section contained within this Executive Compensation portion of the Proxy Statement, which provides further historical compensation information.
The following individuals were our NEOs as of December 31, 2020:
NameCurrent Title
Michael D. Rumbolz(1)
Chief Executive Officer
Randy L. Taylor(2)
President and Chief Operating Officer
Mark F. Labay(3)
Executive Vice President, Chief Financial Officer and Treasurer
Dean A. EhrlichExecutive Vice President, Games Business Leader
David J. Lucchese (4)
Executive Vice President, Sales, Marketing and Digital
___________________
(1)Mr. Rumbolz is our Chief Executive Officer; he also served as our President until April 1, 2020.
(2)As of April 1, 2020, Mr. Taylor began serving as President and Chief Operating Officer. Mr. Taylor previously served as Executive Vice President, Chief Financial Officer and Treasurer.
(3)As of April 1, 2020, Mr. Labay began serving as Executive Vice President, Chief Financial Officer and Treasurer. Mr. Labay previously served as Senior Vice President, Finance and Investor Relations.
(4)As of April 1, 2020, Mr. Lucchese began serving as Executive Vice President, Sales, Marketing and Digital. Mr. Lucchese previously served in various Executive positions prior to this appointment.

Quick CD&A Reference Guide
Executive SummarySection I
Compensation Philosophy and ObjectivesSection II
Compensation Decision Making ProcessSection III
Compensation Competitive AnalysisSection IV
Elements of CompensationSection V
Additional Compensation Practices and PoliciesSection VI

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I. Executive Summary
The COVID-19 pandemic created unprecedented market and operational challenges for our business in 2020. Throughout 2020, the Company remained committed to implementing strategies to stabilize the business and strengthen the Company going forward. This included improving efficiencies, innovating new content, and enhancing infrastructure related to information technology and security systems. The Company also improved product offerings, such that its current offering is its most diverse portfolio of Games and FinTech solutions.
However, in connection with the uncertainty facing our customers as a result of COVID-19, we evaluated our business strategies in the second quarter of 2020 and implemented measures to reduce our ongoing operating costs. As a result of this evaluation, we executed on a range of actions to maintain balance sheet flexibility and preserve liquidity given what quickly became a rapid and severe business disruption due to the pandemic. Actions included:
Borrowed 100% of our $35 million revolving credit facility;
Secured and borrowed an additional $125 million under an Incremental Term Loan to ensure liquidity during the shutdown of casinos due to the pandemic;
Cancelled or delayed material capital expenditures;
Permanently reduced our employee base, with most of the departures resulting from furloughed employees; and
Implemented Company-wide salary reductions, including for our CEO (salary cut to zero) and our executive team (salary cut by 70%).
During the second quarter of 2020, businesses began to adapt to social-distancing measures and various phases of reopening pursuant to government-mandated guidelines. As our gaming customers reopened, a number of their properties initially experienced an elevated level of activity as compared to what was originally anticipated. The revenues generated by this initial pent-up demand flattened to slightly below pre- COVID-19 levels as more casinos reopened through the second quarter of 2020. Revenues improved further throughout the third and fourth quarters of 2020, though they remained below pre- COVID-19 levels. With a majority of our gaming customers reopening properties by the end of September 2020, and our activity rates and results continuing to improve through the third and fourth quarters, we have, among other measures:
Returned nearly all of our furloughed employees to work on primarily a work-from-home basis;
Reinstated base compensation to pre- COVID-19 levels for all employees, executives, and directors;
Reversed nearly all compensation reductions for employees, executives and directors; and
Fully paid down the outstanding balance on our revolving line of credit.
Our 2020 fourth quarter operating results increased on a quarterly sequential basis over the third quarter, despite the continued impact from the COVID-19 pandemic and related casino closures. Highlights include:
Revenues rose to $119.6 million from $112.1 million in the 2020 third quarter;
Net income improved to $1.1 million, or $0.01 per diluted share compared to a net loss of $0.9 million, or $(0.01) per diluted share;
In our Games segment, the gaming operations total installed base of gaming machines increased 7% year-over-year, with premium units increasing 26%;
In the FinTech segment, our new digital, cashless CashClub Wallet® technology was deployed at two customers; and
Awarded a Gold Medal for Best Product in the Gaming Industry for our premium The Vault® game theme for the 2020 Global Gaming Business Gaming & Technology Awards, and our digital mobile CashClub Wallet® solution for casinos was awarded the Silver Medal for Best Consumer Technology.
Compensation Actions
Throughout the past year, the Compensation Committee, in conjunction with the entire Board, continuously considered and evaluated the business and financial impact of COVID-19 and strived to make prudent compensation decisions that would be in the best interest of the Company, our stockholders, and our employees.
These responses, and our business performance in 2020, are reflected in our executive pay and our Compensation Committee actions of the past year:
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Salary Reductions: As previously mentioned, at the beginning of April 2020, Company-wide salary reductions were implemented, including our CEO volunteering to reduce his salary to zero, and the rest of the executive team taking a 70% reduction.
Short-Term Incentives:
1.Increased CEO target opportunity. Partially in recognition of the extension of his employment agreement, the Compensation Committee increased Mr. Rumbolz’ target STI opportunity from 100% to 125% for 2020.
2.Financial Targets Missed. Due to business and operational disruption of the pandemic, we did not hit our financial targets, falling well short of our stated targets.
3.STI Payouts. The Compensation Committee determined, in its discretion to pay 20% of target STI opportunities to our NEOs and further limited the CEO’s payout to $150,000. This 20% payout is related to the individual performance goals of the NEO’s bonus and no amount of bonus was paid related to the Consolidated, Games or FinTech Adjusted EBITDA targets.
Annual Equity Grants in 2020: Consistent with past years, the Compensation Committee remained conceptually consistent with the prior year in the way it delivered the annual long-term equity awards by granting a mix of performance- and time-based restricted stock units to our executives. The performance-based restricted stock units link executive pay outcomes to three-year corporate revenue and revenue growth rate metrics and time-based restricted stock units vest over a three-year period.
II. Compensation Philosophy and Objectives
The principal objective of the Company’s executive compensation policies is to align the executives’ incentives with the achievement of the Company’s strategic goals, which are in turn designed to enhance shareholder value. The Company designed its executive compensation policies to be both fair and reasonable in light of performance, competitive with the compensation paid to executives of similarly situated companies, and to incent its executives to achieve the Company’s strategic goals, while at the same time discouraging them and other employees from taking excessive risk.
Our primary objectives can be summed up as such:
þ Align the interests of our executives with those of stockholders;
þ Link executive compensation to the Company’s short-term and long-term performance;
þ Attract, motivate, and retain high performing executive officers through competitive compensation arrangements; and
þ Promote long-term value creation and growth strategies.






















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Compensation Governance Practices
The following is an overview of the highlights of our compensation structure, and the fundamental compensation policies and practices we do and do not use:
WHAT WE DOWHAT WE DON’T DO
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Executive Compensation Based on Pay-for-Performance Philosophy. We align the interests of our executives and stockholders through the use of performance-based annual cash incentive compensation and service and performance-based long-term equity incentive compensation.
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No Pledging of Our Securities. Our officers and directors are prohibited from pledging our stock to secure loans of any type.
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Double-Trigger Severance Payments. A Change in Control by itself is not sufficient to trigger severance payments; it must also be accompanied by a qualifying termination.
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No Hedging of Our Securities. Our officers and directors are prohibited from engaging in any hedging or other speculative trading in our stock.
image_142.jpg
Cash and Equity Clawback Policy. We have a clawback policy regarding the recoupment of incentive compensation if an executive officer willfully committed an illegal act, fraud, intentional misconduct or gross recklessness that caused a mandatory restatement of our financials.
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No Repricing of Stock Options without Stockholder Approval.
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Stock Ownership Guidelines for Officers and Directors. Our officers and directors are required to accumulate stock holdings over a reasonable period of time that is a multiple of their respective base salaries or Board retainers, as applicable.
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No Cash Buyouts of Underwater Stock Options without Stockholder Approval.
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Independent Committee Members. Our Compensation Committee is comprised of entirely independent members.
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No Defined Benefit or Supplemental Retirement Plans. We do not provide pension arrangements, retirement plans or nonqualified deferred compensation plans or arrangements to our executives, other than benefits generally available to our employees.
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Independent Compensation Consultant. We engage an independent compensation consultant to review and provide recommendations regarding our executive compensation program.
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No Excise Tax Gross-Ups.
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Peer Group Analysis. We review total direct compensation (base salary, annual cash incentive and long-term incentive payments) and the mix of compensation components for the NEOs relative to the peer group as one of the factors in determining if compensation is adequate to attract and retain executive officers.
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No Tax Reimbursements for Perquisites.
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Annual Say on Pay Advisory Vote. At our 2020 Annual Meeting of Stockholders, the Say on Pay proposal received the support of approximately 89.3% of the shares voted, which we believe indicates strong support for our compensation program and practices.

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Components of Our Compensation Program
The Compensation Committee oversees our executive compensation program, which includes several elements that have been tailored to incentivize and reward specific aspects of Company performance, which our Board believes are important to delivering long-term stockholder value. Key components of our 2020 compensation program are:
TypeElementPerformance PeriodObjectivePerformance Measured and Rewarded
FixedBase SalaryAnnualRecognizes an individual’s role and responsibilities and serves as an important retention vehicle• Reviewed annually and set based on
  market competitiveness, individual
  performance, and internal equity
  considerations
Short-Term Incentive Plan
Performance -basedAnnual Incentive BonusAnnualRewards achievement of annual financial objectives and individual performance goals
• Consolidated AEBITDA (50%)
• Segment AEBITDA (30%)(1)
• Individual Performance Goals (20%)



Long-Term Incentive Plan
Performance -basedPerformance-Based Restricted Stock UnitsLong-TermSupports the achievement of long-term financial objectives and share price

Relative Revenue growth vs.peer group performance
Three-year performance period

Time-Based Restricted Stock UnitsLong-Term
Aligns the interests of management and stockholders and supports share price growth



• Vests ratably over three years
___________________
(1)Segment level Adjusted EBITDA (“AEBITDA”) measure based upon achievement of either Games, FinTech, or both Segments’ respective AEBITDA performance.
2020 Target Total Compensation
Consistent with our desire to align pay and performance, we take the above-mentioned elements and more heavily weight their distribution towards variable (or, “at-risk”) compensation. Although our Compensation Committee does not target a specific allocation for each pay element, the Compensation Committee attempts to deliver an appropriate balance between fixed and variable elements, as well as short- and long-term incentives, as evidenced here in the following 2020 target pay mix allocation charts.
a13trgt_totalx20211a.jpg
Note: Target pay mix includes annual base salary (prior to COVID-related reductions), target annual cash incentives, and the grant date fair value of annual equity awards granted on May 26, 2020. Excludes one-time equity granted on March 13, 2020 in respect of 60% of the annual bonuses earned for 2019 as disclosed in last year’s proxy statement and equity awards granted on April 1, 2020 in connection with certain NEOs’ role changes.
2020 Say on Pay Results
At our 2020 Annual Meeting of Stockholders, our Say on Pay proposal received the support of approximately 89.3% of the shares voted, which we believe indicates strong support for our compensation program and practices. Our Compensation
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Committee believes the support for our ongoing efforts to improve and refine our compensation program, and further align management and stockholder interests was reflected in the strong support for our 2020 Say on Pay proposal. Therefore, the Compensation Committee did not make any changes to our 2020 compensation program directly as a result of the Say on Pay vote.
III. Compensation Decision Making Process
Paying for Performance: Realizable Pay
Paying for performance continues to be the foundation of our compensation program, and we put much of our executives’ pay “at-risk”. In 2018, 2019, and 2020 we granted time-based and performance-based restricted stock unit awards to retain and motivate our executives to deliver long-term performance. Given that a significant portion of the compensation packages are variable dependent upon our performance, oftentimes the grant date value of compensation packages (as reported annually in the Summary Compensation Table) is not always reflective of the actual realizable pay value that may be received by the executive team.
The following chart shows the difference between the reported pay, as disclosed in the Summary Compensation Table, for our NEO team over the last three years (2018 to 2020), a period in which our total shareholder return exceeded 83%, and the realizable pay values of those awards as of the end of the 2020 fiscal year.
a14aon_neoxsct1a.jpg
“SCT” pay is defined as compensation earned or deliverable, each as disclosed in the Summary Compensation Table, including actual base salaries, actual annual bonuses received, and long-term incentive components (restricted stock and option grants) based on the grant date fair value.
“Realizable as of FYE” pay is defined as the compensation earned or deliverable, including: actual salary received, actual annual bonuses received, and the intrinsic value of long-term incentive plan components, as valued on December 31, 2020 using the year-end share price of $13.81 per share.
Role of the Board
Our Board has a Compensation Committee, consisting exclusively of independent directors. The Compensation Committee’s charter authorizes it to review and approve or to recommend for approval to the full Board, the compensation of our Chief Executive Officer and other executives. Our Board has authorized our Compensation Committee to make various decisions with respect to executive compensation. However, the Board also may make determinations and approve compensation in its discretion, including where the Compensation Committee recommends that the Board considers such executive compensation matters.
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Role of the Compensation Committee
Our Compensation Committee evaluates the performance of our Chief Executive Officer and approves the compensation for our Chief Executive Officer in light of the goals and objectives of our compensation program for that year. Our Compensation Committee annually assesses the performance of our other executives and based in part on the recommendations from our Chief Executive Officer, approves the compensation of these executives. Our Compensation Committee may delegate its authority to subcommittees, but retains, and does not delegate, any of its responsibility to determine executive compensation.
Role of Management
At the request of our Compensation Committee, our Chief Executive Officer may attend a portion of our Compensation Committee meetings, including meetings at which our Compensation Committee’s compensation consultants are present. This enables our Compensation Committee to review, with our Chief Executive Officer, the corporate and individual goals that the Chief Executive Officer regards as important to achieve our overall business objectives. Our Compensation Committee also requests that our Chief Executive Officer assesses the performance of, and our goals and objectives for, certain other officers as deemed appropriate, including our other NEOs. In addition, our Compensation Committee may request certain other executives to provide input on executive compensation, including assessing individual performance and future potential, market data analyses and various compensation decisions relating to bonuses, equity awards, and other pay during the year. None of our executives attends any portion of Compensation Committee meetings at which his or her compensation is discussed except at the request of the Compensation Committee.
Role of Compensation Consultants
Pursuant to the authority granted to it in its charter, the Compensation Committee may engage an independent executive compensation consultant. The consultant reports directly to the Compensation Committee, who may replace the consultant or hire additional consultants at any time. The compensation consultant attends meetings of the Compensation Committee, as requested, and may communicate with the Chair of the Compensation Committee between meetings; however, the Compensation Committee makes all decisions regarding the compensation of the Company’s executive officers.
The compensation consultant provides services to the Compensation Committee, including, but not limited to: advice on compensation philosophy, incentive plan design, executive job compensation analysis, shareholder engagement, and CD&A disclosure, among other compensation topics. The compensation consultant provides no additional services to the Company, other than the similar consulting services provided to the Nom Gov Committee as to director compensation and services related to the Equity Incentive Plan. In 2020, Aon served as the Compensation Committee’s and Nom Gov Committee’s independent compensation consultant and provided the foregoing services to the Compensation Committee.
None of the Company’s management participated in the Compensation Committee’s decision to retain Aon; however, the Company’s management regularly interacted with Aon and provided information upon Aon’s request. Aon reported directly to our Compensation Committee with respect to executive compensation matters, and the Compensation Committee may replace Aon or hire additional consultants at any time. Aon attended meetings of our Compensation Committee, as requested, and communicated with the Chair of the Compensation Committee between meetings; however, our Compensation Committee made all decisions regarding the compensation of the Company’s executive officers.
Our Compensation Committee regularly reviews the services provided by its outside consultants and believes that Aon is independent in providing executive compensation consulting services. Our Compensation Committee and Nom Gov Committee each conducted specific reviews of its relationship with Aon in 2020 and independently determined that Aon’s work for the Compensation Committee and Nom Gov Committee did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Act, the SEC, and the NYSE. In making this determination, the Compensation Committee and Nom Gov Committee each noted that during 2020:
Aon did not provide any services to the Company or its management, other than services to our Compensation Committee and the Nom Gov Committee, and its services were limited to executive and director compensation consulting and services related to the Company’s Equity Incentive Plan. Specifically, it did not provide, directly, or indirectly through affiliates, any non-executive compensation services, including, but not limited to, pension consulting or human resource outsourcing;
Fees from the Company were less than 1% of Aon’s total revenue;
Aon maintains a Conflicts Policy with specific policies and procedures designed to ensure independence;
None of the Aon consultants who worked on Company matters had any business or personal relationship with the Compensation Committee or Nom Gov Committee members;
None of the Aon consultants who worked on Company matters, or Aon, as a whole, had any business or personal relationship with executive officers of the Company; and
None of the Aon consultants who worked on Company matters directly own Company stock.
Our Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis.
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Compensation Risk Oversight
The Compensation Committee has reviewed and discussed the concept of risk as it relates to the Company’s compensation policies and it does not believe that the Company’s compensation policies encourage excessive or inappropriate risk taking. Further, the Compensation Committee has endorsed and adopted several measures to further discourage risk-taking, such as robust stock ownership guidelines for its executives and non-employee directors, and a clawback policy that grants the Compensation Committee broad discretion to recover incentive awards from executive and Section 16 officers in the unlikely event that incentive plan award decisions were based on financial results that are subsequently restated.
IV. Compensation Competitive Analysis
The Compensation Committee worked with its independent consultant, Aon, to create a meaningful peer group for the purposes of assessing the competitiveness and appropriateness of the Company’s NEO compensation in the market. To formulate this peer group, the Compensation Committee looked to identify two types of businesses: Games and FinTech, which represent the two core operations of the Company. From there, the Compensation Committee and Aon screened potential peers for similar size and complexity, using revenue, market capitalization, and enterprise value as its guiding metrics.
Given the complexities and volatility of the industry, the Compensation Committee believes it is not appropriate to rigidly benchmark executive pay to a specific percentile of the group. Instead, the Compensation Committee uses the comparative data merely as a reference point in exercising its judgment about compensation design and setting appropriate target pay levels.
Our 2020 peer group consists of the following companies:
Comparator Company Ticker Type
ACI Worldwide, Inc.ACIWFinTech
Blucora, Inc.BCORFinTech
Cardtronics plcCATMFinTech
EVERTEC, Inc.EVTCFinTech
Green Dot CorporationGDOTFinTech
Golden Entertainment, Inc.GDENGaming
International Game Technology PLCIGTGaming
Monarch Casino & Resort, Inc.MCRIGaming
PlayAGS, Inc.AGSGaming
Scientific Games CorporationSGMSGaming
10 Peers    

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V. Elements of Compensation
The Company’s executive compensation policy is simple and transparent in design, and consists primarily of base salary, annual cash incentive awards, and long-term equity incentive awards for fiscal year 2020.
Base Salary Compensation
Base salary compensation is intended to provide an appropriate level of assured cash compensation that is sufficient to retain the services of our executives. Base salary compensation is reviewed annually in connection with the Company’s performance review process, and is determined based upon the following factors:
Position and responsibility;
Job performance, and expected contribution to the Company’s future performance;
Market factors, including the market compensation profile for similar jobs and the need to attract and retain qualified candidates for high demand positions;
Internal value of the executive’s role based on the relative importance of the job as compared to the Company’s other executive officers, as measured by the scope of responsibility and performance expectations; and
Retention risk and the Company’s need to retain high performing and high potential executives.
In February 2020, the Compensation Committee approved the following base salaries, effective April 1, 2020, for our NEOs:
NEO2019 Base Salary2020 Base Salary
Michael D. Rumbolz(1)
$700,000 $750,000 
Randy L. Taylor(2)
475,000 525,000 
Mark F. Labay(3)
— 300,000 
Dean A. Ehrlich400,000 425,000 
David J. Lucchese(4)
— 400,000 
___________________
(1)Mr. Rumbolz is our Chief Executive Officer; he also served as our President until April 1, 2020.
(2)As of April 1, 2020, Mr. Taylor began serving as President and Chief Operating Officer. Mr. Taylor previously served as Executive Vice President, Chief Financial Officer and Treasurer.
(3)As of April 1, 2020, Mr. Labay began serving as Executive Vice President, Chief Financial Officer and Treasurer. Mr. Labay previously served as Senior Vice President, Finance and Investor Relations.
(4)As of April 1, 2020, Mr. Lucchese began serving as Executive Vice President, Sales, Marketing and Digital. Mr. Lucchese previously served in various Executive positions prior to this appointment.
Subsequently, in light of the impact of the ongoing COVID-19 pandemic on the Company, effective March 30, 2020, the Company’s executive officers elected to accept the following reductions to their compensation during the pendency of the COVID-19 pandemic in order to better position the Company to withstand the challenging conditions that have caused global and domestic disruption in the current economic environment, such that: (i) the Chief Executive Officer volunteered to forgo 100% of his base salary compensation; (ii) the President and Chief Operating Officer’s annual base salary was reduced to $95,000; and (iii) Messrs. Labay, Ehrlich, and Lucchese, as well all other executive officers’ annual base salaries, were reduced to $110,000 each. As described previously, although not promised at the time of reduction, these salary amounts were reinstated in October 2020, and a significant portion of any forgone salary was returned to the NEOs during 2020 as the Company’s performance improved.
Annual Incentives
All of our NEOs were eligible for the 2020 annual incentive plan, which promoted the Company’s pay-for-performance philosophy by providing executives with direct financial incentives in the form of annual incentive bonuses for achieving pre-determined individual and Company performance goals.
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Each NEO’s annual incentive bonus target is established as a percentage of base salary. Such target bonus percentage was either negotiated and set forth in the NEO’s employment agreement or otherwise established by the Compensation Committee. The following targets were effective in 2020:
NameTarget
Maximum(2)
 
(As a % of base salary)
Michael D. Rumbolz(1)
125 %175 %
Randy L. Taylor75 %150 %
Mark F. Labay75 %150 %
Dean A. Ehrlich75 %150 %
David J. Lucchese75 %150 %
___________________
(1) Effective April 1, 2020, in partial consideration of the extension of Mr. Rumbolz’ employment agreement, the Compensation Committee approved an increased target percentage of 125% to a maximum of 175%.
(2) Effective April 1, 2020, the Compensation Committee reaffirmed its 2018 target percentage range for NEOs (excluding the CEO) as 75% to a maximum of 150%.
2020 Performance Metrics
For 2020, the Company’s annual incentive plan for executives consisted of four performance metrics. The metrics and their associated weightings in the incentive plan were as follows:
NameConsolidated AEBITDAGames Segment AEBITDAFinTech Segment AEBITDAPersonal Goals
Michael D. Rumbolz50.0 %15.0 %15.0 %20.0 %
Randy L. Taylor50.0 %15.0 %15.0 %20.0 %
Mark F. Labay50.0 %15.0 %15.0 %20.0 %
Dean A. Ehrlich50.0 %30.0 %— %20.0 %
David J. Lucchese50.0 %15.0 %15.0 %20.0 %
The goals associated with the AEBITDA components of the annual incentive plan and the associated payouts were as follows:
Performance RangesPayout Ranges
ComponentTarget
Target(1)
Consolidated AEBITDA$279M100%
Games AEBITDA$153M100%
FinTech AEBITDA$126M100%
______________
(1)Maximum awards are capped at 150%, except for the Chief Executive Officer who is capped at 175%, of each executive’s target award value based on Board discretion.
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In 2020, the Individual Performance Goals established by the Compensation Committee, weighted with greater significance towards overall Corporate performance as compared to segment level performance, consisted of goals related to Corporate Strategy, Leadership, and Enhancing Customer and Community Relationships. The Individual Performance Goals consisted of:
Corporate Strategy
Continue to lead in product innovation and technology for the gaming industry.
Introduce best in class products and services to our customers.
Maintain and expand the Company’s operating footprint through technology development to achieve growth targets.
Enhance the Company’s offerings through strategic partnerships or acquisitions.
Leadership
Develop a more diverse and inclusive culture.
Attract and inspire the best available talent.
Identify and mentor prospective NEO successors.
Enhance Customer and Community Relationships
Enhance the Company’s customer service efforts with efficient and effective resources to ensure increased levels of customer confidence in our products and service.
Focus on employee work-life balance to increase talent retention and better align employees with the Company’s values.
The below table shows the target opportunities for the NEOs for each performance goal under the short-term incentive plan*:
ConsolidatedSplit FinTechSplit GamesPersonalTotal Target
Name50%15%15%20%100%
Michael D. Rumbolz$468,750 $140,625 $140,625 $187,500 $937,500 
Randy L. Taylor196,875 59,062 59,063 78,750 393,750 
Mark F. Labay112,500 33,750 33,750 45,000 225,000 
Dean A. Ehrlich(1)
159,375 — 95,625 63,750 318,750 
David J. Lucchese150,000 45,000 45,000 60,000 300,000 
* Rounding may cause variances.
___________________
(1) The target opportunity for Mr. Ehrlich is 30% Games, reflecting solely the performance of the Segment that Mr. Ehrlich manages.
2020 Performance and Actual Payouts
For the year ended December 31, 2020, we had the following achievements:
Consolidated AEBITDA - $176.5 million (less than target)
Games AEBITDA - $102.3 million (less than target)
FinTech AEBITDA - $74.2 million (less than target)
As a result of the COVID-19 pandemic, the operating results for FY 2020 were significantly lower, less than 70% of the stated target amounts, for purposes of earning incentive compensation amounts, and the Short-Term Incentive Performance Targets were not achieved by the NEOs. As such, any payment provided as a Short-Term Incentive must be approved by the Compensation Committee of the Board.
The Compensation Committee believes that Management did an outstanding job of navigating the COVID-19 crisis and was able to achieve financial results that were stronger than relative to peer performance, retain key employees, continue executing on key initiatives, and focused on the health and safety of the employees through work-from-home policies and COVID-19 protocols established for those employees working in the office or at customer sites.
For 2020, the Compensation Committee only approved the personal goal portion of the target bonus, which is 20% of the target bonus. In addition, Mr. Rumbolz determined to limit his bonus to $150,000, which was less than the 20% of his target bonus.
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The Compensation Committee determined to award the following amounts:

NameBase SalaryTarget Short-Term Incentive Opportunity as a % of Base Salary
Target Short-Term Incentive Opportunity ($)

Total Short-Term Incentive Payment
Achieved Short-Term Incentive Opportunity as a % of Target(1)
Michael D. Rumbolz$750,000 125 %$937,500 $150,000 16.0%
Randy L. Taylor525,000 75 %393,750 76,865 19.5%
Mark F. Labay300,000 75 %225,000 40,366 17.9%
Dean A. Ehrlich425,000 75 %318,750 62,807 19.7%
David J. Lucchese400,000 75 %300,000 59,057 19.7%
___________________
(1)Executives’ Total Short-Term Incentive Payment was based upon actual Base Salary throughout 2020. Achieved Short-Term Incentive as a % of Target is based upon Base Salary in effect at year end after salary of Executive was increased on April 1, 2020.
Long-Term Equity Incentive Awards
We believe that the award of stock-based compensation and incentives is an effective way of aligning our executives’ interests with the goal of enhancing stockholder value. Due to the direct relationship between the value of an equity award and the Company’s stock price, we believe that equity awards motivate executives to manage the Company’s business in a manner that is consistent with stockholder interests. Through the grant of restricted stock unit awards that vest over time, we can align executives’ interests with the long-term interests of our stockholders who seek appreciation in the value of our Common Stock.
In 2018, the Compensation Committee implemented a program that includes performance- and time-based restricted stock units. This plan continues the pay for performance philosophy, aligns executives with key financial metrics, and aligns with a common market-based compensation approach. The Compensation Committee maintained this design for the annual long-term equity incentive awards made in 2020. As a result, the annual time-based equity awards that we granted to executives in 2020 vest and become fully exercisable over a three-year period. Correspondingly, the annual performance-based equity awards that we granted to executives in 2020 may be earned based on revenue growth targets as measured over a three-year performance period.
The principal factors considered in granting restricted stock unit awards and determining the size of grants to executives were prior performance, level of responsibility, the amounts of other compensation attainable by the executive and the executive’s ability to influence the Company’s long-term growth and profitability. Our Compensation Committee does not apply any quantitative method for weighing these factors, and a decision to grant an award is primarily based upon a subjective evaluation of the executive’s past performance as well as anticipated future performance.
2020 Annual Awards
In keeping with the Company’s commitment to strengthening its overall corporate governance, including its compensation program, the Company continued the practice of granting a mix of performance- and time-based awards. For 2020, (a) 50% of the annual awards for all NEOs other than the CEO consisted of performance-based restricted stock units and vesting will be evaluated by our Compensation Committee over a three-year performance period, through December 31, 2022 as a result of certain revenue and revenue growth rate metrics being met, with achievement of each metric being determined independent of one another, and (b) 50% of the annual awards (100% for the CEO) consisted of time-based restricted stock units that vest in equal annual installments (in equal monthly installments, in the case of the CEO) over a period of three years in order to continue to incentivize, motivate, and retain the executive team, while further strengthening and demonstrating the alignment of management and stockholder interests.
Other 2020 Equity Awards
As described in last year’s proxy statement, the Compensation Committee determined, in its discretion, to pay 60% of the earned annual incentive bonus in respect of 2019 in the form of restricted stock units that were granted on March 13, 2020 with a cliff-based vesting provision on the six-month anniversary of the date of grant to further motivate the executives and promote short-term performance. In accordance with SEC rules, these awards appear in the Summary Compensation Table and Grants of Plan Based Awards Table for 2020.
In connection with the extension of our CEO’s employment agreement, the appointment of Mr. Taylor to the position of President and Chief Operating Officer, the appointment of Mr. Labay to the position of Executive Vice President, Chief Financial Officer and Treasurer, and the appointment of Mr. Lucchese to the position of Executive Vice President, Sales, Marketing and Digital, our Compensation Committee awarded each of the foregoing executives restricted stock units on April 1, 2020 that vest in equal
55


annual installments over a period of three years (in equal monthly installments over a period of two years, in the case of the CEO and over a period of three years, in the case of Mr. Taylor) in order to continue to incentivize, motivate, and retain the executives while further strengthening and demonstrating the alignment of management and stockholder interests.
Vesting of 2018-2020 Performance-Based RSUs
December 31, 2020 marked the end of the three-year performance period for the performance-based restricted stock units granted to the NEOs in 2018. The Compensation Committee determined that, in light of the impacts of the COVID-19 pandemic, it should evaluate performance for the period from January 1, 2018 through December 31, 2019 and separately for the period from January 1, 2020 through December 31, 2020, as shown below. Based on this evaluation, the Compensation Committee determined that the performance-based restricted stock units were earned at 95.8%.
1/1/2018 to 12/31/20191/1/2020 to 12/31/2020
Revenue Growth AEBITDA GrowthRevenue Growth AEBITDA Growth
Threshold (50% Achievement): 6.3 %7.7 %6.3 %7.7 %
Target (100% Achievement): 7.9 %9.6 %7.9 %9.6 %
Maximum (200% Achievement): 9.5 %11.5 %9.5 %11.5 %
Actual: 200.0 %86.0 %— %— %

VI. Additional Compensation Policies and Practices
Equity Ownership Policy
The Company and its stockholders are best served by a board and executive team that manage the business with a long-term perspective. As such, the Company adopted the Equity Ownership Policy in February 2016, and amended the policy as set forth in the Company’s Corporate Governance Guidelines in October 2019, in February 2020, and in March 2021 as the Company believes stock ownership is an important tool to strengthen the alignment of interests among stockholders, directors, NEOs, and other executives (each, a “Covered Person”). The amended policy provides that the applicable required level of equity ownership is expected to be satisfied by our Covered Persons within five years of the later of: (i) February 25, 2016; and (ii) the date such person first becomes subject to the Equity Ownership Policy.
The Compensation Committee receives periodic reports of the ownership achieved by each Covered Person. Until such time as such Covered Person satisfies the equity ownership requirement, the achievement level of ownership will be determined by reference to the average closing stock price of our Common Stock during the twelve-month period ended immediately prior to the determination date.
If, after a Covered Person’s achievement date, the number of shares the Covered Person is required to own increases as a result of a decline in stock price, the Covered Person’s compliance with these guidelines will not be impacted as long as such Covered Person continues to hold the number of shares he or she had at the time on the achievement date for the duration of their tenure of employment or service with the Company. A Covered Person is not required to “buy up” to a new number of shares needed to meet the ownership requirements after the Covered Person’s achievement date.
If, after a Covered Person’s achievement date, a Covered Person’s share ownership requirement increases as a result of a promotion, base salary increase or increase in retainer, the period to achieve compliance with respect to the incremental increase in share ownership will begin on the date of the change event and end on the second anniversary of the change event. For example, if the Covered Person received a 10% increase in salary, within two years following the change event, the Covered Person would then be required to acquire shares corresponding to the share ownership requirements of the 10% higher salary increment.
The following table sets forth the required salary multiples for each category of person subject to the policy:
Covered Persons Required Salary Multiple
Chief Executive Officer 6x annual base salary
President and Chief Operating Officer4x annual base salary
Other NEOs and current Chief Financial Officer 3x annual base salary
Other Executive Vice Presidents
 2x annual base salary
Other Senior Vice Presidents
 1x annual base salary
Non-employee Directors
5x annual cash retainer
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The value of the following types of Company stock or stock options owned by or granted to an executive, other officer or director qualifies toward the participant’s attainment of the target multiple of pay:
Shares owned outright/shares beneficially owned (including by a family member and/or in a trust);
Vested restricted stock;
Shares owned through the Company’s 401(k) plan (if applicable); and
Shares underlying vested, but unexercised, stock options (based on the excess of the market price of the stock over the exercise price and after deducting any tax withholding obligations).
At December 31, 2020, all current named executive officers, other officers, and non-employee directors either met the ownership guidelines or were within the phase-in period.
In March 2021, upon the Nom Gov Committee’s recommendation, the Board approved to change the measurement date for satisfaction of share ownership requirements by Covered Persons from December 31st of each year to June 30th of each year.
Clawback Policy
The Board of the Company adopted an Incentive Compensation Clawback Policy in February 2016, which entitles the Company to recover certain compensation previously paid to its Covered Persons. The policy provides that, in the event of a restatement of the Company’s financial statement for any fiscal year commencing after December 31, 2015 that is due to the misconduct of any employee, the Board or, if so designated by the Board, the Compensation Committee of the Board, is authorized to take action to recoup all or part of any incentive compensation received by a Covered Person. The Clawback Policy was amended concurrent with the amendment of our Equity Ownership Policy to include certain Senior Vice Presidents as Covered Persons. For purposes of this policy, incentive compensation includes any cash compensation or an award of equity compensation from the Company that is based in whole or in part on the achievement of financial results by the Company, including, but not limited to, any bonus, incentive arrangement or equity award, but excluding base salary. The policy defines misconduct as the willful commission of an illegal act, fraud, intentional misconduct or gross recklessness in the performance of an employee’s duties and responsibilities. In determining whether to take action to recoup any incentive compensation received by a Covered Person, the Board or, if so designated, the Compensation Committee of the Board, will take into consideration whether the Covered Person engaged in the misconduct or was in a position, including in a supervisory role, to have been able to reasonably prevent the misconduct that caused the restatement.
Anti-Hedging and Anti-Pledging Policies
Under our Insider Trading Policy, Covered Persons, as well as other designated employees such as Senior Vice Presidents, Corporate or Segment Controllers and similar employees, are prohibited from engaging in the following activities with respect to the Company’s Common Stock:
Hedging or monetization transactions involving our securities; and
Pledging our securities or holding our securities in a margin account as collateral for a loan.
The Insider Trading Policy was amended concurrent with the amendment of our Equity Ownership Policy to include certain Senior Vice Presidents as Covered Persons. As of the date of this Proxy Statement, no shares of Company Common Stock were hedged or pledged by any Covered Person.
Tax Considerations
In setting compensation, the Compensation Committee and management considered that for taxable years beginning after December 31, 2017, the exemption from Code Section 162(m)’s deduction limit that formerly existed for certain “performance-based” compensation was repealed (except for certain grandfathered compensation arrangements that were in effect as of November 2, 2017). Accordingly, we expect that compensation awarded to our executives who are “covered employees” under Section 162(m) will not be deductible to the extent that it results in compensation above the $1.0 million threshold established under Section 162(m). Furthermore, the rules and regulations promulgated under Section 162(m) are complicated and subject to change. As such, there can be no assurance that any grandfathered compensation awarded in prior years will be fully tax deductible when paid. Notwithstanding repeal of the exemption for “performance-based” compensation, the Compensation Committee intends to operate our executive compensation program in a manner that they believe best aligns compensation with our pay-for-performance philosophy.
Retirement Plans
We have established and maintain a retirement savings plan under Section 401(k) of the Code to cover our eligible employees, including our executive officers. The Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a tax deferred basis through contributions to the 401(k) plan. Our 401(k) plan is intended to constitute a qualified plan under Section 401(a) of the Code and its associated trust is intended to be exempt from federal income taxation under Section 501(a) of the Code. We make contributions on behalf of certain executive officers consistent with Company contributions to all
57


eligible non-executive employees; however, since the COVID-19 pandemic, we had suspended contributions for a majority of 2020 to all eligible employees until such time as the Company determined to transition, in whole or in part, toward a return to prior Company contribution levels. We have since reinstated full Company contributions as of January 1, 2021.
Severance Benefits
In order to retain the ongoing services of our NEOs, we have provided the assurance and security of severance benefits and change in control payments, which are described below under the caption “Employment Contracts and Equity Agreements, Termination of Employment and Change in Control Arrangements.”
We believe that these severance benefits and change in control payments reflect the fact that it may be difficult for such executives to find comparable employment within a short period of time and that providing such benefits should eliminate, or at least reduce, the reluctance of senior executives to pursue potential change in control transactions that may be in the best interests of stockholders. We believe that these benefits are appropriate in size relative to the overall value of the Company.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Members of the Compensation Committee:
Geoffrey P. Judge (Chair)
E. Miles Kilburn
Ronald V. Congemi
Eileen F. Raney
Linster W. Fox
Maureen T. Mullarkey
Atul Bali

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Compensation of Named Executive Officers
2020 Summary Compensation Table
The following table sets forth the total compensation earned for services rendered in 2020 by the NEOs.
Name and principal positionYearSalaryBonus
Stock awards (1)(2)
Option awards(1)
Non-equity incentive plan compensation(5)
All other compensation(6)
Total
Michael D. Rumbolz(7)
2020$695,000 
(11)
$— $1,585,092 
(3)(4)
$— $150,000 $19,911 $2,450,003 
Chief Executive2019700,000 — 4,225,340 — 210,000 22,882 5,158,222 
Officer2018700,000 — 2,988,000 — 535,000 17,718 4,240,718 
Randy L. Taylor(8)
2020490,885 
(11)
— 1,234,014 
(3)(4)
— 76,865 16,326 1,818,090 
President and Chief2019475,000 — 1,562,560 — 106,875 19,783 2,164,218 
Operating Officer2018475,000 — 1,195,200 — 285,000 16,748 1,971,948 
Mark F. Labay(9)
2020285,923 
(11)
— 498,680 
(3)(4)
— 40,366 6,164 831,133 
Executive Vice President,
Chief Financial Officer and Treasurer
Dean A. Ehrlich2020404,962 
(11)
— 607,806 
(3)
— 62,807 12,154 1,087,729 
Executive Vice President,2019400,000 — 740,160 — 90,000 17,500 1,247,660 
Games Business Leader2018400,000 — 560,250 — 220,000 15,910 1,196,160 
David J. Lucchese(10)
2020381,308 
(11)
— 590,520 
(3)(4)
— 59,057 17,647 1,048,532 
Executive Vice President,
Sales, Marketing and Digital
___________________
(1)Represents the fair value of the stock and option awards granted to the NEOs, as calculated in accordance with FASB ASC Topic 718, Stock Compensation. For a discussion of the assumptions made in determining the valuation of these equity awards, see our notes to the financial statements in the Company’s Annual Report on Form 10-K for the applicable periods.
(2)The restricted stock units granted in 2020 were comprised of both time- and performance-based awards with respect to the annual grant: (a) with 50% being time-based RSUs that will vest at a rate of 33% per year on each of the first three anniversaries of the grant dates, excluding Mr. Rumbolz, who received 100% time-based awards, which vest on a monthly basis following the first month anniversary of the date of grant ending after three years; and (b) with 50% being performance-based awards and vesting will be evaluated by our Compensation Committee over a three-year performance period, through December 31, 2022, based on total revenue and certain revenue growth rate metrics based on achievement at the target level of performance. If the performance criteria of the metrics have been achieved and are then approved by our Compensation Committee, the eligible awards will become vested on the third anniversary of the date of grant. The values of the performance-based awards for each NEO, assuming that maximum performance is achieved, are as follows: Mr. Taylor: $1,004,700; Mr. Labay: $413,700 Mr. Ehrlich: $472,800; Mr. Lucchese: $443,250.
(3)On March 13, 2020, short-term incentive compensation, related to the annual bonus for 2019 performance, was awarded in the form of restricted stock units that fully vested on the six-month anniversary thereof.
(4)Mr. Rumbolz, Mr. Taylor, Mr. Labay, and Mr. Lucchese received grants of time-based restricted stock units in relation to their new employment agreements effective April 1, 2020. The awards vest at a rate of 33% per year on the first three
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anniversaries of the date of grant, excluding Mr. Rumbolz and Mr. Taylor, whose grants vest monthly over a period of two years and three years, respectively.
(5)Represents the amount of non-equity incentive compensation earned under the Company’s annual short-term incentive plan for the fiscal year. Amounts earned for a calendar year are typically paid to the NEOs in the first quarter of the following fiscal year.
(6)Includes contributions made by the Company under its 401(k) plan, the cost of short-term and long-term disability coverage, the cost of group term life insurance and executive disability insurance. We make contributions on behalf of certain executive officers consistent with Company contributions to all eligible non-executive employees.
(7)Mr. Rumbolz is our Chief Executive Officer; he also served as our President until April 1, 2020.
(8)As of April 1, 2020, Mr. Taylor began serving as our President and Chief Operating Officer. Mr. Taylor previously served as our Executive Vice President, Chief Financial Officer and Treasurer.
(9)As of April 1, 2020, Mr. Labay began serving as our Executive Vice President, Chief Financial Officer and Treasurer. Mr. Labay previously served as our Senior Vice President, Finance and Investor Relations.
(10)As of April 1, 2020, Mr. Lucchese began serving as our Executive Vice President, Sales, Marketing and Digital. Mr. Lucchese previously served in various Executive positions prior to this appointment.
(11)Represents salary amounts paid in 2020. Amendments to the Executive Employment Agreements for voluntary salary reductions were executed during 2020 due to the COVID-19 pandemic, and full salary amounts were restored in the same year.
Grants of Plan-Based Awards
The following table sets forth certain information concerning grants of plan-based awards made to each NEO for the fiscal year ended December 31, 2020:
  
Estimated future payouts under non-equity incentive plan compensation(1)
Estimated future payouts under equity incentive plan compensation(2)
All Other Stock Awards: Number of Shares of Stock Units (#)
Grant date fair value of RSUs awarded
($)(6)
NameGrant
Date
Threshold ($)Target
($)
Maximum ($)Threshold (#)Target
(#)
Maximum (#)
Michael D. Rumbolz$— $937,500 $1,312,500 — — — — $— 
3/13/2020— — — — — — 42,568 
(3)
315,003 
4/1/2020— — — — — — 15,000 
(4)
41,400 
5/26/2020— — — — — — 207,900 
(5)
1,228,689 
Randy L. Taylor— 393,750 787,500 — — — — — 
3/13/2020— — — — — — 21,664 
(3)
160,314 
4/1/2020— — — — — — 25,000 
(4)
69,000 
5/26/2020— — — 42,500 85,000 170,000 85,000 
(5)
1,004,700 
Mark F. Labay— 225,000 450,000 — — — — — 
3/13/2020— — — — — — 7,754 
(3)
57,380 
4/1/2020— — — — — — 10,000 
(4)
27,600 
5/26/2020— — — 17,500 35,000 70,000 35,000 
(5)
413,700 
Dean A. Ehrlich— 318,750 637,500 — — — — — 
3/13/2020— — — — — — 18,244 
(3)
135,006 
5/26/2020— — — 20,000 40,000 80,000 40,000 
(5)
472,800 
David J. Lucchese— 300,000 600,000 — — — — — 
 3/13/2020— — — — — — 17,104 
(3)
126,570 
4/1/2020— — — — — — 7,500 
(4)
20,700 
5/26/2020— — 18,750 37,500 75,000 37,500 
(5)
443,250 
___________________
(1)Represents amounts potentially payable to the NEOs under the Company’s annual incentive plan. A more detailed discussion of how the target is determined and calculated is found in the CD&A above.
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(2)The number of performance-based restricted stock units that are earned will range from 0% to 200% of the target number shown above and will be based upon the attainment of total revenue and certain revenue growth rate metrics based on achievement at the target level of performance and measured over the three-year period ending on December 31, 2022. The parameters set forth in the grant notice for these performance-based restricted stock unit awards are as follows:
Performance RangesPerformance-based RSUs Earned
(as a percent of target)
Below ThresholdThresholdTargetMaximumBelow ThresholdThresholdTargetMaximum
Revenue Growth RateLess than Peer GroupEqual or greater than Peer Group Equal or greater than Peer Group and $460 millionEqual or greater than Peer Group and $520 million0%50%100%200%
(3)On March 13, 2020, short-term incentive compensation, related to the annual bonus for 2019 performance, was awarded in the form of restricted stock units that fully vested on the six-month anniversary thereof.
(4)Mr. Rumbolz, Mr. Taylor, Mr. Labay, and Mr. Lucchese received grants of time-based restricted stock units in relation to their new employment agreements effective April 1, 2020. The awards vest at a rate of 33% per year on the first three anniversaries of the date of grant, excluding Mr. Rumbolz and Mr. Taylor, whose grants vest monthly over a period of two years and three years, respectively.
(5)Time-based restricted stock unit awards, granted in May 2020, vest at a rate of 33% per year over three years from the date of grant, excluding awards granted in May 2020 for Mr. Rumbolz, which vest monthly over a period of three years.
(6)Represents the total fair value of the NEOs’ restricted stock unit awards granted to the NEOs, as calculated in accordance with FASB ASC Topic 718 Stock Compensation. For a discussion of the assumptions made in the valuation, please see the notes to the financial statements in the Company’s Annual Report on Form 10-K for the years ended December 31, 2020.
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Outstanding Equity Awards
The following table sets forth certain information for our NEOs concerning unexercised stock options, unvested restricted stock units and equity incentive plan awards outstanding at December 31, 2020: 
 Option awardsStock awards
NameDate GrantedNumber of securities underlying unexercised exercisable optionsNumber of securities underlying unexercised unexercisable optionsEquity Incentive Plan Awards: Number of securities underlying unexercised unearned optionsOption exercise price
Option expiration date
Number of shares or units of unvested stockMarket value of number of shares or units of unvested stockEquity Incentive Plan Awards: Number of shares or units of unearned unvested stock
Equity Incentive Plan Awards: Market or payout value of unearned shares or units of stock that have not
vested
Michael D. Rumbolz3/2/201240,000 — — 5.58 3/2/2022— — — — 
 3/6/201319,424 — — 7.09 3/6/2023— — — — 
 5/2/201450,000 — — 6.59 5/2/2024— — — — 
 4/22/201550,000 — — 7.74 4/22/2025— — — — 
 2/13/2016465,116 — — 2.78 2/13/2026— — — — 
 3/8/201792,094 30,697 
(1)
3.29 3/8/2027— — — — 
 3/8/2017186,977 — 62,325 
(2)
3.29 3/8/2027— — — — 
 5/22/2018— — — — — 229,942 
(4)
3,175,499 — — 
5/22/2018— — — — — 80,000 
(1)
1,104,800 — — 
2/1/2019— — — — — 4,166 
(3)
57,532 — — 
5/1/2019— — — — — — — 189,000 
(5)
2,610,090 
5/1/2019— — — — — 141,750 
(1)
1,957,568 — — 
4/1/2020— — — — — 9,994 
(3)
138,017 — — 
5/26/2020— — — — — 167,468 
(7)
2,312,733 — — 
Randy L. Taylor3/2/201216,875 — — 5.58 3/2/2022— — — — 
 3/6/201311,859 — — 7.09 3/6/2023— — — — 
 5/2/201498,000 — — 6.59 5/2/2024— — — — 
 5/13/201687,450 — — 1.46 5/13/2026— — — — 
 5/13/2016177,550 — — 1.46 5/13/2026— — — — 
 3/8/201752,470 17,490 
(1)
— 3.29 3/8/2027— — — — 
 3/8/2017106,530 — 35,510 
(2)
3.29 3/8/2027— — — — 
 5/22/2018— — — — — 91,977 
(4)
1,270,202 — — 
 5/22/2018— — — — — 32,000 
(1)
441,920 — — 
5/1/2019— — — — — — — 76,000 
(5)
1,049,560 
5/1/2019— — — — — 57,000 
(1)
787,170 — — 
4/1/2020— — — — — 19,440 
(7)
268,466 — — 
5/26/2020— — — — — — — 85,000 
(6)
1,173,850 
5/26/2020— — — — — 85,000 
(8)
1,173,850 — — 
Mark F. Labay3/2/201228,000 — — 5.58 3/2/2022— — — — 
5/13/201650,000 — — 1.46 5/13/2026— — — — 
3/8/201733,750 11,250 
(1)
— 3.29 3/8/2027— — — — 
5/22/2018— — — — — 17,246 
(4)
238,167 — — 
5/22/2018— — — — — 6,000 
(1)
82,860 — — 
5/1/2019— — — — — — — 17,000 
(5)
234,770 
5/1/2019— — — — — 12,750 
(1)
176,078 — — 
4/1/2020— — — — — 10,000 
(8)
138,100 — 138,100 
5/26/2020— — — — — — — 35,000 
(6)
483,350 
5/26/2020— — — — — 35,000 
(8)
483,350 — — 

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