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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 26, 2021, the board of directors (the “Board”)
of Inspired Entertainment, Inc. (the “Company”) appointed Katja Tautscher to the Board, effective immediately, filling
a vacancy on the Board and bringing the total number of Board members to seven. In addition, Ms. Tautscher was appointed to serve
as a member of the Nominating, Governance and Compliance Committee of the Board.
Ms. Tautscher, age 49, is the Chief Legal and Senior Vice President,
HR Officer of Borealis AG, one of the world’s leading providers of advanced and circular polyolefin solutions and a European
market leader in base chemicals, fertilizers and the mechanical recycling of plastics. Prior to her current role, Ms. Tautscher
served as Chief Legal and Procurement Officer to the Borealis Group, where she, next to her responsibilities to oversee all legal
activities of the group, was also accountable for the cost efficient sourcing of all technical goods and services, raw materials
and business services for the entire group. Prior to joining Borealis AG in 2008, Ms. Tautscher worked as Assistant General Counsel
to Scientific Games Inc, a global leader in the gaming and lottery industries from 2006. In this capacity she conducted EU gaming
regulatory work and was supervising UK legal operations. Before that, Ms. Tautscher worked as an associate and partner in Austrian
and European magic circle law firms focusing on regulatory topics, including gaming and betting laws as well as competition and
antitrust matters.
In addition, Ms. Tautscher serves as director of Borouge Pte, a privately
held Singapore-based joint venture between Borealis AG and ADNOC, as Chairwoman of Borealis’ insurance captive, Borealis
Insurance AS, as well as supervisory board member of Borealis Agrolinz Melamine GmbH. She is a member of the audit committee of
Borouge ADP, Abu Dhabi, and Borouge Pte, Singapore.
Ms. Tautscher has a legal degree from the University of Vienna,
Austria, and holds an LL.M. from London School of Economics and an M.B.A from INSEAD. She is admitted to the bar of Austria and
is a solicitor of England and Wales.
There is no arrangement or understanding between Ms. Tautscher
and any other person pursuant to which she or he was selected as a director of the Company, and there is no family relationship
between Ms. Tautscher and any of the Company’s other directors or executive officers.
The Board has determined that Ms. Tautscher is an “independent
director” as defined in the NASDAQ listing standards and applicable SEC rules. There are no transactions between the Company
and Ms. Tautscher that are subject to disclosure under Item 404(a) of Regulation S-K.
Ms. Tautscher is eligible to participate in the Inspired Entertainment,
Inc. compensation program for non-employee directors, which provides for payment of annual cash retainers of $50,000 and annual
grants of restricted stock units having an aggregate grant date value of $50,000. Ms. Tautscher’s compensation for 2021 will
be pro-rated. In addition, the Company will be entering into an indemnification agreement with Ms. Tautscher in consideration of
her agreement to serve on the Board, in substantially the form included as Exhibit 10.4 to the Company’s Current Report on
Form 8-K filed on December 30, 2016. Such agreement provides for indemnification to the fullest extent permitted under Delaware
law for certain liabilities arising out of a director’s affiliation with the Company.
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