Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2021 Bonuses
On February 7, 2022, the Compensation Committee (the “Committee”) of the Board of Directors of Playtika Holding Corp. (the “Company”) approved the following 2021 bonuses to our named executive officers: Mr. Antokol, $6,000,000, Mr. Abrahams, $319,000; Mr. Kinberg, $750,000; Mr. Aizenberg, $750,000 and Mr. Cohen, $385,000. Messrs. Aizenberg and Kinberg will be paid in NIS, and for the purposes of the foregoing disclosure, an exchange rate of NIS 3.20 : USD $1.00 has been used.
Performance Stock Unit Awards
On February 7, 2022, the Committee also approved the grant of performance stock units (“PSUs”) to each of our named executive officers pursuant to the Company’s 2020 Incentive Award Plan, as amended (“2020 Plan”). The PSUs are eligible to vest based on the Company’s annual revenue growth rate over four annual performance periods consisting of calendar years 2022, 2023, 2024 and 2025.
The following table shows the number of PSUs awarded to each named executive officer:
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Name
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PSUs (#)
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Robert Antokol
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810,811
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Craig Abrahams
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378,378
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Ofer Kinberg
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297,297
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Shlomi Aizenberg
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297,297
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Michael Cohen
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202,703
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For each annual performance period, up to 25% of the PSUs will be eligible to vest based on the Company’s annual revenue growth rate during the applicable performance period relative to threshold, target and maximum achievement levels. The following table shows achievement levels for different Company annual revenue growth rates for each annual performance period:
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Company’s annual revenue growth rate
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Achievement percentage
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Less than 6%
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0%
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6%
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50%
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7.5%
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75%
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9% or more
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100%
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If the Company’s annual revenue growth rate for a performance period is between two achievement levels, the achievement percentage will be determined by linear interpolation between the applicable achievement levels. Notwithstanding the foregoing, for Messrs. Antokol, Kinberg and Aizenberg, in no event shall less than 25 PSUs vest during each performance period.
If a named executive officer’s employment is terminated by the Company other than for “cause” or by the executive for “good reason” (each, as defined in the 2020 Plan), in each case, prior to a change in control, then the named executive officer will remain eligible to vest in the number of PSUs that would vest during the performance period in which the termination date occurred based on actual performance, prorated to reflect the number of days the executive was employed during such performance period, provided that if such qualifying termination occurs within three months prior to a “change in control” (as defined in the 2020 Plan), all outstanding PSUs at the time of termination will be treated as provided below upon the occurrence of a change in control.
Upon the occurrence of a change in control, all 100% of the outstanding PSUs as of the date of the change in control will be eligible to vest based on the passage of time in substantially equal installments on each December 31 occurring following the change in control through and including December 31, 2025, subject to the executive’s continued service through the applicable vesting date. In the event a named executive officer experiences a qualifying termination after a change in control, but on or prior to December 31, 2025, any outstanding and unvested PSUs will accelerate and vest in full on the date of termination.
The foregoing description of the awards of the PSUs is a summary only and does not describe all terms and conditions applicable to these awards. The description is subject to and qualified in its entirety by the terms of the forms of Performance Stock Unit Agreements, copies of which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.