ags20220505_def14a.htm

DEF 14A 1 ags20220505_def14a.htm FORM DEF 14A ags20220505_def14a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-12

PLAYAGS, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PLAYAGS, INC.
6775 S. Edmond St., Suite #300
Las Vegas, NV 89118

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
July 1, 2022

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of PlayAGS, Inc. (the “Company”). The Annual Meeting of Stockholders will be held on Friday, July 1, 2022 at 8:00 a.m., pacific time both virtually via internet webcast and in person at 6775 S. Edmond St., Suite #300, Las Vegas, NV 89118 for the following purposes:

To elect Adam Chibib to the Board of Directors of the Company (the “Board of Directors”) as a Class II director for a term of three years expiring at the Annual Meeting of Stockholders to be held in 2025;

To conduct an advisory vote to approve the compensation of the Company’s named executive officers;

To approve an amendment to the Company’s Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder;

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

To transact such other business as may properly come before the Annual Meeting of Stockholders, or any postponement or adjournment thereof.

Holders of the Company’s common stock, par value $0.01 per share, of record at the close of business on May 5, 2022 are entitled to notice of, and to vote at, the Annual Meeting of Stockholders or any postponements or adjournments thereof.

We will furnish proxy materials to our stockholders via the Internet in order to expedite stockholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting of Stockholders.

Accordingly, we are mailing to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access the attached proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2021 via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form.

Dated: May 11, 2022

By order of the Board of Directors,

/s/ Victor Gallo

Secretary and General Counsel

Your vote is important. Regardless of whether you plan to attend the Annual Meeting of Stockholders, please follow the instructions you received to vote your shares as soon as possible to ensure that your shares are represented at the Annual Meeting of Stockholders. Stockholders of record, or beneficial stockholders named as proxies by their stockholders of record, who attend the meeting may vote their shares personally, even though they have sent in proxies or voted online.

iii

Table of Contents

	Page

PROXY STATEMENT	1

PROPOSAL 1 – ELECTION OF DIRECTORS	5

THE BOARD OF DIRECTORS	5

CORPORATE GOVERNANCE	7

EXECUTIVE OFFICERS	11

EXECUTIVE COMPENSATION	11

SUMMARY COMPENSATION TABLE	13

DIRECTOR COMPENSATION	18

REPORT OF THE COMPENSATION COMMITTEE	18

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	19

REPORT OF THE AUDIT COMMITTEE	20

AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES	20

PROPOSAL 2 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY ON PAY)	21

PROPOSAL 3 – APPROVAL OF THE AMENDMENT TO THE OMNIBUS INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER	22

PROPOSAL 4 – RATIFICATION OF APPOINTMENT OF ACCOUNTANTS	28

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	28

STOCKHOLDER PROPOSALS	28

HOUSEHOLDING MATTERS	29

OTHER MATTERS	29

PLAYAGS, INC.

Company Overview and Summary

Human Capital and Diversity

AGS is a global company with offices and employees in Australia, Canada, Israel, Mexico, the United Kingdom and the United States. As of December 31, 2021, we had 563 full-time employees in the United States, 136 full-time employees in Mexico, 56 full-time employees in Australia, 12 full-time employees in Israel, 8 full-time employees in the United Kingdom, and 5 full-time employees in Canada.

The Company believes that our employees are a strategic business advantage and as such, we place a high value on delivering a positive employee experience and an engaging employee culture that enables us to attract, retain, and reward our employees. In 2021, we faced the COVID-19 pandemic with confidence and the belief that maintaining engagement with our greatest asset, our employees, would pay dividends when we emerge from the pandemic. This belief guided the following decisions made by our executive team:

●

We continued to offer benefits to our employees that help them navigate our current hybrid working model. These benefits include employee assistance programs as well as mental and emotional resilience resources to enhance our employees' well-being.

●

We continued to engage with our employees through regular townhall meetings led by our Chief Executive Officer, David Lopez. In addition, we kept our employees informed through communications regarding the latest information on the COVID-19 pandemic, guidelines from the Centers for Disease Control and Prevention, and office attendance and working guidelines of local governments in the locations where we conduct business.

●

We also took decisive actions early in the pandemic to ensure the safety of our employees by transitioning our workforce, where feasible, to a remote working environment and we are continuing to ensure that our hybrid working model is operating responsibly and safely.

Employee Culture

The Company’s employee-focused culture provides greater job satisfaction, collaboration, work performance, and employee morale, which in turn results in empowered and productive employees. This has been recognized by the Company’s receipt of various employee engagement awards based on employee feedback through confidential surveys and reviews, such as the prestigious ‘Best and Brightest Companies to Work For in the Nation®’ (every year from 2017 to 2021); ‘Atlanta’s Best and Brightest Companies to Work For®’ (every year from 2017 to 2021); Glassdoor’s ‘Best Places to Work’ in 2020; and recognition in the ‘Nevada Top Workplaces’ and ‘Atlanta Top Workplaces’ in 2020.

We believe that we foster an engaged employee culture by having a clear mission and strong core values, focused on innovation, trust, respect, empowerment, service, and honesty. Our community focus means that we give back to our communities and work to strengthen them.

The Company provides a flexible work environment and allows remote work whenever practical to our business, which, we believe, makes our employees more dedicated and engaged because they are trusted to meet their deliverables in a manner that provides work-life balance and accommodates their lifestyles. AGS also prioritizes employee communication, through regular town halls delivered by our CEO and other executives; frequent email communications; a SharePoint site with easily accessible Company information; the Companywide use of Microsoft Teams for meetings, virtual events, documents and information sharing, and chat; a focus on leveraging our internal corporate social network for employee engagement and communication; and periodic e-newsletter related to our diversity, equity, and inclusion initiatives.

Diversity, Equity and Inclusion

The diversity of ideas, perspectives, skills, knowledge, and cultures across the Company facilitates innovation, is a key competitive advantage, and, we believe, is one of our strengths. We are committed to continuing to make diversity, equity, and inclusion part of everything we do – including providing a workforce that creates a sense of belonging and opportunities for everyone.

At AGS, our diverse workforce is why we continue to win awards for our employee culture and our innovation. As of December 31, 2021, approximately 28% of the Company’s global workforce was female, which is consistent with current trends in our industry, and 26% of the Company’s employees in managerial roles were female. As of December 31, 2021, minorities represented approximately 42% of the Company’s global workforce, of which 29% of our global employees in managerial roles were minorities. Within the Company’s C-Suite, which comprises our senior executive team, 29% of our leaders were women and 57% were minorities. In addition, there are two women who serve on our Board of Directors comprising almost 30% of our Board.

The Company has a diversity, equity, and inclusion task force called I.D.E.A. Squad. I.D.E.A. is short for “Inclusion, Diversity, Equality & Acceptance.” The task force is comprised of employees from across multiple departments and across the globe, with executive involvement from the Chief Executive Officer, as well as other senior leaders. The role of this task force is to empower people, inside the Company and in our communities, by respecting, embracing, and socializing what makes us different, no matter our age, gender, ethnicity, religion, disability, sexual orientation, education, and national origin. The task force focuses on four key issues:

•

Creating opportunities in underprivileged communities;

•

Encouraging diversity of thought;

•

Promoting education on the topics of racism and discrimination; and

•

Celebrating diversity across various channels.

	●	Support of Battle Born Girls Innovate, an educational program for middle and high school girls through the University of Nevada, Las Vegas’ International Gaming Institute. We support this group annually through on-campus and/or virtual interactive mentorship and development sessions with our executives, with a focus on encouraging the young women to pursue careers in S.T.E.A.M. and providing them the opportunity to engage with our female executives.
	●	Through the International Gaming Institute at University of Nevada, Las Vegas, AGS annually supports the Young Executive Scholars Hospitality & Tourism Program (“YES”), a summer course of applied learning, team collaboration, and a mentor-guided, case-study analysis of the global hospitality and tourism industry. Through executive mentorship, on-site or virtual programs, and donation of laptop computers to every YES student, AGS helps to provide skills that will enable the students to excel in the classroom today and in the workplace tomorrow – while advancing the gaming and hospitality industry.
	●	We collected toys, toiletries, clothing, and non-perishable food items for SafeNest, a Las Vegas not-for-profit shelter that assists victims of domestic violence and their minor children. We also collected and delivered food donations for Regional Food Bank of Oklahoma and tornado victims in Kentucky as well as blanket and other donations for foster children in Mexico City and Georgia.
	●	AGS also continued with our adopted Title 1 elementary school, EW Griffith Elementary in Las Vegas, Nevada, through “Spread the Word Nevada, a children’s literacy non-profit. Our Director of Human Resources serves on the Board of Directors of Spread the Word Nevada. We have leveraged our partnership with the Vegas Golden Knights to bring the Knights ambassadors (cheerleaders, drum line, mascot) to the opening of the school’s new campus.
	●	During the December holidays, we collected donations from our employees for EW Griffith Elementary and raised money to provide meals to families in need in several cities where our offices are located.

●	Majority independent directors	●	Audit committee members are financial experts
●	Nearly 30% female board members	●	Risk management oversight
●	Diversity and inclusion considered in Director selection	●	Code of business conduct and ethics
●	Lead independent director	●	Annual advisory vote on executive compensation
●	Board committees entirely independent	●	Extensive stockholder engagement throughout the year
●	Regular Board and committee self-evaluations	●	Pay-for-performance compensation
●	Double trigger for change in control	●	Executive succession planning

	●	Vote by Internet. Visit *www.voteproxy.com* to vote via the Internet. Stockholders of record may submit proxies over the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials or, if printed copies of the Proxy Materials were requested, the instructions on the printed proxy card. Most beneficial stockholders may vote by accessing the website specified on the voting instruction forms provided by their brokers, trustees, banks or other nominees. Please check your voting instruction form for Internet voting availability.
	●	Vote by Telephone. To vote by telephone, please visit *www.voteproxy.com* to view the materials and to obtain the toll free number to call. Stockholders of record may submit proxies using any touch-tone telephone by following the instructions on the Notice of Internet Availability of Proxy Materials or, if printed copies of the Proxy Materials were requested, the instructions on the printed proxy card. Most beneficial owners may vote using any touch-tone telephone from within the United States by calling the number specified on the voting instruction forms provided by their brokers, trustees, banks or other nominees.
	●	Vote by Mail. Stockholders of record may submit proxies by mail by requesting printed proxy cards and completing, signing and dating the printed proxy cards and mailing them in the pre-addressed envelopes that will accompany the printed Proxy Materials. Beneficial owners may vote by completing, signing and dating the voting instruction forms provided and mailing them in the pre-addressed envelopes accompanying the voting instruction forms. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Board of Directors. If you are a beneficial owner and you return your signed voting instruction form but do not indicate your voting preferences, please see “How are matters presented at the Annual Meeting approved?” regarding whether your broker, bank or other holder of record may vote your uninstructed shares on each proposal.
	●	Vote at the Annual Meeting. All registered stockholders as of the close of business on the Record Date can vote at the Annual Meeting. You can also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner, you must obtain a legal proxy from your broker, bank, or other holder of record and present it to the inspector of election at least 5 business days prior to the Annual Meeting date with your ballot to be able to vote at the Annual Meeting. Even if you plan to attend the Annual Meeting, we recommend that you also vote either by telephone, by Internet, or by mail so that your vote will be counted if you decide not to attend.

	●	providing another proxy, or using any of the available methods for voting, with a later date;
	●	notifying the Company’s Secretary in writing before the Annual Meeting that you wish to revoke your proxy; or
	●	voting at the Annual Meeting.

	●	each person, or group of affiliated persons, who we know to beneficially own more than 5% of our Common Stock;
	●	each of our named executive officers;
	●	each of our directors; and
	●	all of our executive officers and directors as a group.

	Shares Beneficially Owned
	Number		Percent
5% Stockholders
Apollo Gaming Holdings, L.P (1)		8,208,076		21.4	%
ArrowMark Colorado Holdings, LLC (2)		2,647,264		6.9	%
HG Vora Capital Management, LLC (3)		3,500,000		9.1	%
BlackRock, Inc.(4)		2,124,629		5.6	%
Named Executive Officers and Directors
David Lopez (5)		692,892		1.8	%
Kimo Akiona (6)		177,477		*
Victor Gallo (7)		156,781		*
David Sambur (1)		—		*
Daniel Cohen (1)		—		*
Adam Chibib		28,292		*
Yvette Landau		30,861		*
Geoff Freeman		21,431		*
Anna Massion		24,206		*
All current directors and executive officers as a group (9 persons)		1,131,877		3.0	%

Name	Age	Director Since	Position
David Lopez	48	2017	Chief Executive Officer, President and Director
David Sambur	42	2017	Director and Chairman
Daniel Cohen	34	2017	Director
Yvette Landau	65	2018	Director
Adam Chibib	56	2018	Director
Geoff Freeman	47	2018	Director
Anna Massion	43	2019	Director

	●	Audit – 4 meetings;
	●	Compensation – 5 meetings; and
	●	Nominating and Governance – 4 meetings.

	Audit Committee	Compensation Committee	Nominating and Governance Committee
Adam Chibib	X*	X
Geoff Freeman	X	X*	X
Yvette Landau	X	X	X
Anna Massion	X		X*
* Committee Chair

	●	to prepare the annual Audit Committee report to be included in our annual proxy statement;
	●	to oversee and monitor our financial reporting process;
	●	to oversee and monitor the integrity of our financial statements and internal controls;
	●	to oversee and monitor the independence, retention, performance and compensation of our independent auditor;
	●	to oversee and monitor the performance of our internal audit function;
	●	to discuss, oversee and monitor policies with respect to risk assessment and risk management;
	●	to oversee our information security and technology risks, including our cybersecurity and data protection policies and programs;
	●	to oversee and monitor our compliance with legal and regulatory requirements; and
	●	to provide regular reports to the Board of Directors.

	●	to review, evaluate and make recommendations to the full Board of Directors regarding our compensation policies and programs;
	●	to review and approve the compensation of our chief executive officer, other officers and key employees, including all material benefits, option or stock award grants and perquisites and all material employment agreements, confidentiality and non-competition agreements;
	●	to review and make recommendations to the Board of Directors with respect to our incentive compensation plans and equity-based compensation plans;
	●	to administer incentive compensation and equity-related plans;
	●	to review and make recommendations to the Board of Directors with respect to the financial and other performance targets that must be met;
	●	to set and review the compensation of members of the Board of Directors; and
	●	to prepare an annual Compensation Committee report and take such other actions as are necessary and consistent with the governing law and our organizational documents.

	●	to identify candidates qualified to become directors of the Company, consistent with criteria approved by our Board of Directors;
	●	to recommend to our Board of Directors nominees for election as directors at the next annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected, as well as to recommend directors to serve on the other committees of the board;
	●	to recommend to our Board of Directors candidates to fill vacancies and newly created directorships on the Board of Directors;
	●	to develop and recommend to the Board of Directors for approval a Chief Executive Officer and executive officer succession plan;
	●	to identify best practices and recommend corporate governance principles, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance;
	●	to develop and recommend to our Board of Directors guidelines setting forth corporate governance principles applicable to the Company; and
	●	to oversee the evaluation of our Board of Directors and its committees.

	●	Nominees should have a reputation for integrity, honesty and adherence to high ethical standards;
	●	Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company;
	●	Nominees should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board of Directors and its committees;
	●	Nominees should have the interest and ability to understand the sometimes-conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors, and the general public and to act in the interests of all stockholders;
	●	Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director; and
	●	Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, gender identity, sexual orientation, age, disability, political affiliation, or any other basis proscribed by law. The value of diversity on the Board of Directors should be considered.

	●	The name and address of the stockholder, as they appear on the Company’s books;
	●	The class or series and number of shares of the Company which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner, and their respective affiliates, associates and any others acting in concert therewith;
	●	Any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or beneficial owner has a right to vote any shares of the Company;
	●	Any other information relating to such stockholder and beneficial owner that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for such nomination in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and
	●	Such other information regarding each proposed candidate required under the bylaws of the Company and as would be required to be included in a proxy statement under the rules of the SEC if such candidate had been nominated by the Board of Directors.


Stock Price Appreciation	Target Stock Price (1)	Shares for Mr. Lopez Equity Awards	Shares for Mr. Akiona Equity Awards
50%	$13.43	143,266	85,960
75%	$15.66	214,900	128,940
100%	$17.90	358,166	214,900
Total Number of Restricted Stock Units		716,332	429,800

●	Accel Entertainment, Inc.	●	Agilysis, Inc.
●	Ainsworth Game Technology Limited	●	Aristocrat Leisure Limited
●	Bally’s Corporation	●	Century Casinos, Inc.
●	Churchill Downs Incorporated	●	Daktronics, Inc.
●	Everi Holdings, Inc.	●	Full House Resorts, Inc.
●	Glu Mobile, Inc.	●	Golden Entertainment, Inc.
●	Inspired Entertainment, Inc.	●	International Game Technology PLC
●	Monarch Casino & Resort, Inc.	●	Red Rock Resorts, Inc.
●	Scientific Games Corporation	●	SciPlay Corporation

Name and Principal Position	Year	Salary ($)(1)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
David Lopez,	2021		700,000		8,124,743		822,500		12,256	$	9,659,499
Chief Executive Officer, President and Director	2020		578,846		1,000,552		—		12,054		1,591,452

Kimo Akiona,	2021		336,500		4,553,980		296,541		11,220		5,198,241
Chief Financial Officer and Treasurer	2020		280,201		452,853		—		7,780		740,834

Victor Gallo,	2021		306,000		587,944		287,288		33,432		1,214,664
General Counsel and Secretary	2020		254,804		310,811		—		7,929		573,544

(1)	From April through September 2020, as a result of the impact of the challenges and uncertainties related to the COVID-19 pandemic, the Company reduced the salaries of the named executive officers by 50%.

(2)	Amounts represent the aggregate grant date fair value of the awards computed in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718 (disregarding any risk of forfeiture assumptions). For a discussion of the relevant valuation assumptions, see Form 10-K Item 15 “Exhibits and Financial Statement Schedules.” Note 10. "Stock-Based Compensation" for further explanation. In 2020, certain of the awards granted to the named executive officers included restricted stock units that would vest on the first day that the average closing price per share of the Company’s common stock for the prior 60 consecutive trading days exceeded $4.56. The Board also amended the performance metric for the performance-vesting restricted stock units granted in 2019, such that the awards would vest on the first day that the average closing price per share of the Company’s common stock for the prior 60 consecutive trading days exceeded $4.56. Such $4.56 target stock price reflects a 25% increase above the Company’s stock price on July 22, 2020. There was no incremental expense to the Company in connection with such RSU amendment. Such performance-based restricted stock units vested on December 30, 2020, when the performance metric was achieved.

	For the Year Ended December 31,
	2021			2020
Net Loss	$	(22,572	)	$	(85,378	)
Income tax (benefit) expense		(2,198	)		(5,875	)
Depreciation and amortization		73,938			85,722
Interest expense, net of interest income and other		44,473			43,982
Loss on extinguishment and modification of debt(1)		—			3,102
Write-downs and other(2)		2,791			3,329
Other adjustments(3)		3,119			8,618
Other non-cash charges(4)		8,393			9,712
Non-cash stock compensation(5)		14,643			8,457
Adjusted EBITDA	$	122,587		$	71,669
Foreign currency(6)		—			(181	)
Unbudgeted acquisition and other items(7)		—			—
Compensation Adjusted EBITDA	$	122,587		$	71,488

(1)	Loss on extinguishment and modification of debt primarily relates to the refinancing of long-term debt, in which deferred loan costs and discounts related to old senior secured credit facilities were written off or third-party fees were expensed related to modifications of our debt.

(2)	Write-downs and other include items related to loss on disposal or impairment of long-lived assets and fair value adjustments to contingent consideration.

	Options										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise or Base Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(7)		Number of Performance-Based Stock Units (#)			Market Value of Performance-Based Stock Units (7)
David Lopez		396,350	(1)		—		—	$	6.43	4/28/2024		317,433	(4)		2,155,370		909,435	(8)		6,175,064
Kimo Akiona		75,769	(2)		—		—	$	9.42	3/11/2025		145,310	(5)		986,655		522,627	(9)		3,548,637
Victor Gallo		58,288	(3)		—		—	$	6.43	8/8/2024		77,448	(6)		525,871		42,207	(10)		286,586

	(6)	Represents 2,398 restricted stock units (pursuant to a grant of 9,592 restricted stock units on August 23, 2018); 3,268 restricted stock units (pursuant to a grant of 6,536 restricted stock units on March 4, 2019); 21,782 restricted stock units (pursuant to a grant of 29,043 restricted stock units on September 14, 2020); 42,207 phantom stock units (pursuant to a grant of 42,207 phantom stock units on September 21, 2021). Such grants are subject to a time-based vesting schedule, with the initial awards eligible to vest in equal installments of 25% on each of the first four anniversaries of the date of grant. Also represents 7,793 restricted stock units (pursuant to a grant of 23,380 restricted stock units on September 14, 2020); whereby one-third of the initial award vested on the date of grant and the remainder will vest in equal installments on each of the first two anniversaries of the date of the grant. In the event of a termination of employment without cause upon or within 12 months following a change of control or as a result of death, any unvested portion shall immediately vest. In the event of a termination as a result of disability, the portion of the restricted stock units which would have vested on the next applicable vesting date shall become vested, and the remaining unvested portion shall be forfeited. Except as otherwise provided above, upon a termination for any reason, the unvested restricted stock units shall be forfeited.

	(7)	For purposes of this table, the shares of common stock of the Company were valued using the closing stock price on December 31, 2021 of $6.79.

	(8)	Represents 143,266 outstanding performance-based restricted stock units (pursuant to a grant of 143,266 performance-based restricted stock units on April 30, 2021) that vest on the first day the average closing price per share for the prior 60 consecutive trading days exceeds $13.43; represents 214,900 outstanding performance-based restricted stock units (pursuant to a grant of 214,900 performance-based restricted stock units on April 30, 2021) that vest on the first day the average closing price per share for the prior 60 consecutive trading days exceeds $15.66; represents 358,166 outstanding performance-based restricted stock units (pursuant to a grant of 358,166 performance-based restricted stock units on April 30, 2021) that vest on the first day the average closing price per share for the prior 60 consecutive trading days exceeds $17.90. Represents 193,103 phantom stock units (pursuant to a grant of phantom stock units on September 21, 2021) that vest on the first day that the average closing price per share of the company's common stock for the prior 60 consecutive trading days exceeds $9.06, and if such achievement occurs prior to September 21, 2022, the vesting shall not occur until September 21, 2022. All of the performance-based restricted stock units and phantom stock units will be forfeited if the performance target is not achieved within four years of the grant date. In the event of a termination of employment without cause upon or within 12 months following a change of control or as a result of death, any unvested portion shall immediately vest.

	(9)	Represents 85,960 outstanding performance-based restricted stock units (pursuant to a grant of 85,960 performance-based restricted stock units on April 30, 2021) that vest on the first day the average closing price per share for the prior 60 consecutive trading days exceeds $13.40; represents 128,940 outstanding performance-based restricted stock units (pursuant to a grant of 128,940 performance-based restricted stock units on April 30, 2021) that vest on the first day the average closing price per share for the prior 60 consecutive trading days exceeds $15.60; represents 214,900 outstanding performance-based restricted stock units (pursuant to a grant of 214,900 performance-based restricted stock units on April 30, 2021) that vest on the first day the average closing price per share for the prior 60 consecutive trading days exceeds $17.90. Represents 92,827 phantom stock units (pursuant to a grant of 92,827 phantom stock units on September 21, 2021) that vest on the first day that the average closing price per share of the company's common stock for the prior 60 consecutive trading days exceeds $9.06, and if such achievement occurs prior to September 21, 2022, the vesting shall not occur until September 21, 2022. All of the performance-based restricted stock units and phantom stock units will be forfeited if the performance target is not achieved within four years of the grant date. In the event of a termination of employment without cause upon or within 12 months following a change of control or as a result of death, any unvested portion shall immediately vest.

	(10)	Represents 42,207 phantom stock units (pursuant to a grant of 42,207 phantom stock units on September 21, 2021) that vest on the first day that the average closing price per share of the company's common stock for the prior 60 consecutive trading days exceeds $9.06, but only if such achievement occurs prior to September 21, 2025, and if such achievement occurs prior to September 21, 2022, the vesting shall not occur until September 21, 2022. In the event of a termination of employment without cause upon or within 12 months following a change of control or as a result of death, any unvested portion shall immediately vest.

Name(1)	Fees Earned or Paid in Cash($)(2)		Stock Awards($)(3)		Total($)
Adam Chibib		100,000		75,003		175,003
Yvette Landau		75,000		75,003		150,003
Geoff Freeman		75,000		75,003		150,003
Anna Massion		75,000		75,003		150,003

	●	the amounts involved exceeded or will exceed $120,000; and
	●	any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Category	2021		2020
Audit fees	$	660,113	$	1,085,503
Audit related fees		69,000		135,550
Tax fees		231,575		132,605
All other fees		57,901		8,900
Total	$	1,018,589	$	1,362,558

Name	Options Granted
Named Executive Officers
David Lopez, President, Chief Executive Officer and Secretary	0
Kimo Akiona, Chief Financial Officer and Treasurer	0
Vic Gallo, General Counsel and Secretary	0
All current executive officers as a group	0
All employees (other than executive officers) as a group	48,400
All non-employee directors as a group	0
Each nominee for election as a director
Adam Chibib	0
Each associate of any such director, executive officer or nominee	N/A
Each other person who received or is to receive 5% of the awards	N/A

	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights	Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($)	Non-Vested Restricted Shares Outstanding	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans *
Plan Category
Equity compensation plans approved by security holders	1,244,073	9.14	1,934,712	1,171,841
Equity compensation plans not approved by security holders	—	—	—	—
Total	1,244,073	9.14	1,934,712	1,171,841

SEC Form DEF 14A filed by PlayAGS Inc.