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.   )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

INSPIRED ENTERTAINMENT, INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (check the appropriate box):

INSPIRED ENTERTAINMENT, INC.

250 West 57th Street, Suite 415

New York, New York 10107

LETTER FROM THE EXECUTIVE CHAIRMAN

Dear Stockholders of Inspired Entertainment, Inc.:

You are cordially invited to attend the 2022 annual meeting2024 Annual Meeting of stockholdersStockholders (the “Annual Meeting”) of Inspired Entertainment, Inc. (the “Company”) to be held on Tuesday,Wednesday, May 10, 202222, 2024 at 10:9:00 A.M., Eastern Time.

The Company has determined that it is in the best interests of our stockholders, board, and management to conduct the Annual Meeting aswill be held in a “virtual meeting.”virtual meeting format at www.cstproxy.com/inseinc/2024.

Stockholders will not be able to attend the Annual Meeting in-person. Rather, stockholders may attend the Annual Meeting virtually by visiting the website listed below and following the instructions on that website.

Attending the Virtual Meeting:

In order to attend the virtual Annual Meeting, you must register in advance at www.cstproxy.com/inseinc/2022.2024. Registration will start beginning Tuesday,Wednesday, May 3, 202215, 2024 at 10:9:00 A.M., Eastern Time. Your control number, which is printed on your proxy card, will be required in order to register. Those wishing to dial into the Annual Meeting can telephone 1-800-450-7155 (within the United States and Canada) or 1-857-999-9155 (outsidePlease see page 1 of the United States and Canada; standard rates apply) and use Passcode: 7205853# beginning ten minutes before the start of the Annual Meeting. However, those dialing into the Annual Meeting will only be able to attend in “listen only” mode and will not be able to vote at the Annual Meeting.accompanying proxy statement for detailed instructions.

Details regarding voting and the business to be considered at the Annual Meeting can be found in the accompanying notice of Annual Meeting and proxy statement.

Your vote is important. Whether or not you are able to attend the Annual Meeting, please vote as soon as possible to make sure your shares are represented at the Annual Meeting.

April 11, 202226, 2024

INSPIRED ENTERTAINMENT, INC.

250 West 57th Street, Suite 415

New York, New York 10107

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On

Tuesday, Wednesday, May 10, 202222, 2024

To the Stockholders of Inspired Entertainment, Inc.:

You are hereby given notice of the 20222024 Annual Meeting of Stockholders (the “Annual Meeting”) of Inspired Entertainment, Inc. (the “Company”), to be held on Tuesday,Wednesday, May 10, 2022,22, 2024, at 10:9:00 A.M., Eastern Time in virtual format via the internet at www.cstproxy.com/inseinc/2022. To be admitted2024. Please refer to page 1 of the proxy statement for detailed instructions on how to attend the Annual Meeting, you must enter the control number found on your proxy card.Meeting.

Beneficial holders that hold shares through a brokerage firm, bank, custodian or other nominee will need to contact such nominee to obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer (Phone: (917) 262-2373; E-mail: proxy@continentalstock.com) to have a control number generated.

At the Annual Meeting, the Company’s stockholders will be asked to consider and vote upon the following proposals:

The Board has fixed the close of business on April 1, 2022March 28, 2024 as the record date (the “Record Date”) for the determination of Company stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of record as of the Record Date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

Your vote is important, regardless of the number of shares you own. Please read the accompanying proxy statement and vote as promptly as possible to ensure your shares are represented at the Annual Meeting.

April 11, 202226, 2024

The accompanying proxy statement and other materials are being mailed to stockholders beginning on or about April 13, 2022.29, 2024.

IMPORTANT INFORMATION

Unless the holders of a majority of the outstanding shares of common stock entitled to be voted at the Annual Meeting are present or represented by proxy, we will not have a quorum for the Annual Meeting and no business may be transacted. Therefore, we request that you promptly vote your shares by following the instructions on the enclosed proxy card or voting instruction form. We request you do this even if you plan to attend the Annual Meeting, in order to ensure that your shares will be represented if you are unable to attend.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 10, 202222, 2024: The Proxy Statement and 20212023 Annual Report on Form 10-K of the Company are available through the Investors link on our website at www.inseinc.com.

TABLE OF CONTENTS

Table of Contents

INSPIRED ENTERTAINMENT, INC.

20222024 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Why am I receiving these proxy materials?

These proxy materials are being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Inspired Entertainment, Inc. (the “Company,” “Inspired,” “we” or “us”) for use at the 20222024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 10, 202222, 2024, at 10:9:00 A.M., Eastern Time, and at any adjournment or postponement thereof. This proxy statement provides you with information regarding the proposals to be presented at the Annual Meeting so that you can make an informed voting decision.

What is included in these materials?

These materials include:

How do I attend the Annual Meeting?

In order to attend the virtual Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote online, you must register in advance at www.cstproxy.com/inseinc/2022.2024. Registration will start beginning Tuesday,Wednesday, May 3, 202215, 2024 at 10:9:00 A.M., Eastern Time. If your shares are held in your name (not in a “street account” through a brokerage firm or other nominee), enter the control number printed on your proxy card on the virtual meeting site and follow the instructions to register to attend the meeting. Prior to the start of the meetingAnnual Meeting, you will need to log back into the meeting site using your control number.

If you are the beneficial owner of your shares (e.g., your shares are held in an account with a brokerage firm or other nominee) and wish to attend the virtual Annual Meeting, you must obtain a legal proxy by contacting your brokerage firm or other nominee that holds the shares and then obtain a control number for the meeting from Continental Stock Transfer & Trust Company (Phone: +1-917-262-2373; E-mail: proxy@continentalstock.com). Continental will ask you to provide a copy of your legal proxy and complete a brief form, following which you will receive an email that contains your control number and a link and instructions for attending the virtual meeting.

Stockholders wishing to dial into the Annual Meeting by telephone can call 1-800-450-7155 (within the United States and Canada) or +1-857-999-9155 (outside the United States and Canada; standard rates apply) and use the passcode 7205853# beginning ten minutes before the start of the Annual Meeting. However, those dialing into the Annual Meeting through this means will not be able to submit questions or to vote online during the Annual Meeting.

What items of business will be voted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are as follows:

Who can vote at the Annual Meeting?

Holders of record of our common stock, par value $0.0001 per share (“Common Stock”), at the close of business on April 1, 2022March 28, 2024 (the “Record Date”) are entitled to vote at the Annual Meeting and any adjournment or postponement thereof. As of the Record Date, there were 26,884,78226,559,756 shares of Common Stock issued and outstanding.

How does the Board recommend that I vote?

Our Board unanimously recommends a vote:

How many votes am I entitled to per share?

Each share of Common Stock entitles the record holder thereof to one vote.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the proxy materials (including a proxy card) were sent directly to you by the transfer agent.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, custodian or other nominee holder, then you are the beneficial owner of shares held in “street name,” and the proxy materials (including voting instructions) were sent to you by or on behalf of that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization as to how to vote your shares.

How do I vote?

Stockholder of Record. If you are a stockholder of record, you may submit your proxy over the Internet or by mail. Alternatively, you may vote your shares at the Annual Meeting if you attend the virtual meeting by following the instructions at www.cstproxy.com/inseinc/20222024 (as described above, you will need to register in advance to attend the Annual Meeting). You will not be able to vote at the virtual meeting if you attend via telephone only. If you submit your vote by proxy, the individuals whose names are listed on the proxy card accompanying this proxy statement will act as your proxies and vote your shares as you direct. If a proposal comes up for vote at the Annual Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.

Beneficial Owner of Shares Held in Street Name. If you are a beneficial owner of shares held in street name (e.g., in a brokerage or other nominee account), please refer to the voting instruction form provided by your brokerage firm or other nominee for instructions on the voting methods they offer, which typically include Internet and telephone voting options. If you would like to vote at the virtual Annual Meeting instead of by proxy, you will need to obtain a “legal proxy” from your brokerage firm or other nominee and a control number from Continental Stock Transfer & Trust Company which can be requested by email at proxy@continentalstock.com once you have obtained a legal proxy, as discussed further above.

I share an address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, multiple stockholders who share the same address may receive a single set of proxy materials unless we are provided with contrary instructions. This procedure reduces the volume of duplicate information distributed to any one household and helps reduce our printing costs, mailing costs, and other expenses. Under householding, stockholders continue to receive separate proxy cards but only one proxy statement and Annual Report. If you are a stockholder of record and would like another set of proxy materials or if you would like to request a change in your delivery preferences, please contact us as follows:

Inspired Entertainment, Inc.

250 West 57th Street, Suite 415

New York, New York 10107

Attention: CompanyCorporate Secretary

+1 (646) 565-3861

Stockholders who are beneficial owners of shares held in street name should contact their brokerage firm, bank, custodian or other nominee holder to request information about householding or request additional copies of the proxy materials.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote on each proposal at the Annual Meeting by submitting a new proxy with a later date. Stockholders of record may also revoke their proxy by virtually attending the Annual Meeting and voting or by sending written notice of revocation to the CompanyCorporate Secretary at 250 West 57th Street, Suite 415, New York, New York 10107. If you are a beneficial owner of shares held in street name, your brokerage firm, bank, custodian or other nominee can provide you with instructions on how to change your vote.

How many shares must be present or represented to conduct business at the Annual Meeting?

The quorum requirement for holding the Annual Meeting and transacting business is that holders of at least a majority of the outstanding shares of Common Stock entitled to be voted at the Annual Meeting must be present or represented by proxy. “Broker non-votes” (described below) and “withhold” or “abstain” responses are included when determining the presence of a quorum.

What are Broker Non-Votes?broker non-votes?

A broker non-vote occurs when a brokerage firm holding shares for a beneficial owner does not vote on a proposal because the brokerage firm has not received voting instructions from the owner and does not have discretionary voting authority on the matter. These matters are often referred to as “non-routine” matters. Only the proposal concerning ratification of the appointment of the Company’s independent auditor is a routine matter.

What are my voting choices?

In regard to the election of directors, you may vote “for” or “withhold” authority to vote for each of the nominees for the Board. In regard to the other proposal (ratification of the appointment of the Company’s independent auditor),proposals, you may vote “for,” “against,” or “abstain” on the proposal.

How many votes are required to approve each of the proposals?

In regard to the election of directors, assuming there is a quorum, directors will be elected by a plurality of the votes cast in person or by proxy at the Annual Meeting. Broker non-votes and “withhold” votes will have no effect on the election results.

Approval of the proposal to ratify the appointment of the Company’s independent auditor (Proposal No. 2) requires the affirmative vote of the majority of the votes cast in person or by proxy at the Annual Meeting. Your broker may vote your shares for this proposal if you do not provide voting instructions. Abstentions will have no effect on the result.

What happens if I sign, date and return my proxy card or voting instruction form, but do not indicate how to vote on the particular proposals?

If you duly sign, date and return the enclosed proxy card or voting instruction form but do not indicate how you wish to vote on the particular proposals, your proxy will follow the Board’s recommendations and vote in favor of the proposals.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.

Where do I find the voting results of the Annual Meeting?

The final voting results will be tallied by the inspector of election. We will announce preliminary or final voting results at the Annual Meeting and we will publish final results in a Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.

Who bears the cost of soliciting proxies?

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying proxy card, and the cost of soliciting proxies relating to the Annual Meeting, will be borne by the Company. We expect to request nominee organizations to assist in the distribution of our proxy materials to their beneficial owner customers and may reimburse such organizations for certain of their reasonable out-of-pocket expenses related thereto. These solicitation effortsOur officers, directors and employees may be supplementedassist in soliciting proxies or votes by telephone, electronic and personal solicitations by officers, directors and employees of the Company,communications, but no additional compensation will be paid to such individuals in connection with such activities.

Who can help answer my additional questions?

You can contact our CompanyCorporate Secretary with any additional questions you have, including questions about how to execute your vote, by calling +1 (646) 565-3861 or by sending a letter to our CompanyCorporate Secretary at the offices of the Company at 250 West 57th Street, Suite 415, New York, New York 10107.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Our current directors and executive officers are as follows:

A. Lorne Weil has served as our Executive Chairman since the consummation of the business combination that created the current Inspired Entertainment, Inc. in December 2016 (the “Business Combination”).2016. Mr. Weil was the co-sponsor and founder of Inspired’s predecessor, Hydra Industries Acquisition Corp, and served as its Chairman and Chief Executive Officer since its formation in 2014. Mr. Weil has been a principal of Hydra Management, an investment vehicle he formed, since September 2014. Mr. Weil was Chairman of the Board of Scientific Games Corporation (and its predecessor, Autotote Corporation) from October 1991 to November 2013. Scientific Games Corporation is a supplier of technology-based products, systems and services to gaming markets worldwide. Mr. Weil also served as the Chief Executive Officer of Scientific Games Corporation from 1992 to 2008 and from November 2010 to November 2013 and as the President from August 1997 to June 2005. Under Mr. Weil’s stewardship, the company made a number of significant acquisitions and joint ventures, including the privatization of the off-track betting operations of the State of Connecticut, and the acquisitions of Scientific Games Holdings Corp., IGT Online Entertainment Systems, Global Draw and WMS Industries, and the privatization of the Illinois, New Jersey and Italian lotteries. Prior to joining Scientific Games, Mr. Weil was President of Lorne Weil, Inc., a firm he founded which provided strategic planning and corporate development services to technology-based industries, a role he maintained from 1979 to November 1992. From 1974 to 1979, Mr. Weil was Vice President — Corporate Development at General Instrument Corporation. From 1970 to 1974, Mr. Weil was a manager with the Boston Consulting Group. Mr. Weil received his undergraduate degree from the University of Toronto, an M.S. degree from the London School of Economics and an M.B.A. from Columbia University, where he served for more than 10 years on the Board of Overseers. In 2012, Mr. Weil was the sponsor and Chairman of the Board of Andina Acquisition Corp., a NASDAQ-listed blank check company, and is currently the Chairman of its successor entity, Tecnoglass Inc. Mr. Weil served as Executive Chairman of Leisure Acquisition Corp., a blank check company from September 2017 until it completed a business combination in June 2021. We believe Mr. Weil is well qualified to serve as a member of our Board due to his extensive business and leadership experience, particularly in the gaming industry.

Michael R. Chambrello has been a director since January 2019. Mr. Chambrello is principal of Wickford Strategic Investment, LLC. Mr. Chambrello served as the Chief Executive Officer of North America Lottery for International Game Technology PLC from March 2015 until December 2017, where he was responsible for the development and delivery of all lottery technology solutions globally, the strategic development and management of the lottery business in the U.S. and Canada and the global instant ticket printing business. From July 2005 to December 2013, Mr. Chambrello served in various roles at Scientific Games Corporation, including Chief Operating Officer, President and Chief Executive Officer, and most recently as the Chief Executive Officer–Asia-Pacific Region. He served as President and CEO of Environmental Systems Products Holdings from November 2000 to June 2005 and as CEO of Transmedia Asia Pacific, Inc. and Transmedia Europe Inc. from 1998 to 1999. He served in various roles at GTECH Holdings Corporation and its subsidiaries, most recently as President of GTECH Corporation and Executive Vice President of GTECH Holdings Corporation, from 1981 to 1998. Mr. Chambrello has served on the board of directors of various public and private companies, most recently as chairman of the board of directors of Meridian Lightweight Technologies. He has also served on the board of numerous not-for-profit organizations, and currently sits on the executive committees of the Petit Family Foundation and the Southern Connecticut State University Foundation. Mr. Chambrello earned a Bachelor of Science degree in Economics from Southern Connecticut State University. We believe Mr. Chambrello is well qualified to serve as a member of our Board due to his extensive business experience, including vastsignificant operational experience with public companies in the gaming industry.

Ira H. Raphaelson has been a director since the Business Combination in December 2016. Mr. Raphaelson iswas Senior Counsel at the law firm of White & Case LLP, in Washington, D.C and Chicago, Illinois.Illinois until June 30 2023. Mr. Raphaelson has also beenserved as an adjunct professor of law at Northwestern University’s Pritzker School of Law sincefrom September 2017.2017 to February 2023. Mr. Raphaelson served as Executive Vice President and Global General Counsel of Las Vegas Sands Corp. from November 2011 and as the company’s Secretary from January 2015 until August 2016. Mr. Raphaelson served as vice president and general counsel of Scientific Games Corp. from February 2006 until October 2011 and as its secretary from June 2006 until October 2011. Mr. Raphaelson was a partner in and helped manage the Washington D.C. office of the law firm of O’Melveny & Myers LLP for ten years and a partner in the Washington D.C. office of Shaw Pittman for three years. Prior to entering private practice, he was a state and federal prosecutor for 15 years, serving the last two years as a Presidentially appointed Special Counsel for Financial Institutions Crime within the Department of Justice. Mr. Raphaelson earned an undergraduate degree and a law degree from Northwestern University. We believe Mr. Raphaelson is well-qualified to serve as a member of our Board due to his extensive legal and business experience, including his experience with public companies and advising with respect to legal compliance.

Desirée G. Rogers has been a director since August 2018. Ms. Rogers is the Chief Executive Officer and Co-Owner of Black Opal, LLC, a cosmetics company with two separate brands, Fashion Fair and Black Opal specifically designed for the ethnic market. From August 2010 until May 2017, Ms. Rogers was the Chief Executive Officer of Johnson Publishing Company, LLC, a lifestyle company inspired by the African American experience, from August 2010 until May 2017. Since May 2013, Ms. Rogers has served as the Chair of the Chicago tourism bureau, Choose Chicago, from 2013 until 2019. Ms. Rogers was the White House Social Secretary for President Obama from January 2009 to April 2010. She served as President of Social Networking for Allstate Financial, a business unit of the Allstate Corporation, from July 2008 to December 2008; as President of Peoples Gas and North Shore Gas, two utility companies owned by Peoples Energy Corporation (a public company acquired by Integrys Energy Group), from 2004 to July 2008; as Senior Vice President and Chief Marketing Officer and Vice President of Peoples Energy Corporation from 1997 to 2004; and as a Director of the Illinois Lottery from 1991 to 1997. In addition, Ms. Rogers served on the Board of Trustees of Equity Residential, a public real estate investment trust, from October 2003 to January 2009. She has also served on the board of Blue Cross Blue Shield, Pinnacle Entertainment, Inc. (until its merger with Penn National Gaming, Inc. in October 2018), Act II Global Acquisition Corp., Star Peak Corp. II and Star Peak Energy Transition Corp, and as the Vice Chairman of the Lincoln Park Zoo and the Museum of Science and Industry in Chicago, Illinois. She currently serves on the boards of Donors Choose, Northwestern Memorial Foundation, the Economic Club, the Commercial Club, World Business Chicago and on the board of Stagwell Partners.Inc. She has an undergraduate degree from Wellesley College and an M.B.A. from Harvard Business School. We believe Ms. Rogers is well qualified to serve as a member of our Board due to her extensive experience as a senior executive in the public and private sectors.

Steven M. Saferin has been a director since August 2018. Mr. Saferin is Managing Director of Entertainment and Sports Gaming Network, LLC, a gaming licensing consultancy firm he founded in 2019. Mr. Saferin previously founded Media Drop-In Productions (later named MDI Entertainment), a licensed lottery games and promotions business in 1986, where he served as President and Chief Executive Officer until 2003, when he sold the company to Scientific Games Corporation. Following the sale, Mr. Saferin continued to lead MDI as a division president and also assumed the position of Chief Creative Officer for Scientific Games in 2009 until his retirement in 2016. Prior to founding MDI, Mr. Saferin was the Director of Program Acquisitions at ESPN from 1982 to 1986 and served as a vice president with both Viacom Communications and Warner Amex Cable from 1978 to 1982. Mr. Saferin was an attorney for the Federal Communications Commission and for Viacom International Inc. between 1974 and 1978. He has a journalism degree from American University and was a sportswriter at the Washington Post. Mr. Saferin endowed the Sports Communication Program at American University. He holds a law degree from the University of Maryland. He has been recognized by the Lottery Hall of Fame for innovations in lottery advertising and the invention and implementation of licensed games in the lottery industry. We believe Mr. Saferin is well qualified to serve as a member of our Board due to his extensive experience in business, brand marketing and as a lottery products innovator.

Katja Tautscher has been a director since February 2021. Ms. Tautscher has served as the General Counsel of OMV Group, an Austrian multinational integrated oil, gas and petrochemical company, which is headquartered in Vienna, Austria, and listed on the Vienna Stock Exchange, since June 2022. In this capacity, Ms. Tautscher leads the legal team and provides respective services to the senior management and the different business units and functions. Prior to that, Ms. Tautscher was the Chief Legal and Compliance 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. Ms. Tautscher joined Borealis AG in 2008 as General Counsel and 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, from 2014 to 2020. Prior to joining Borealis AG, 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. Ms. Tautscher was previously a supervisory board member of Borealis Agrolinz Melamine GmbH. Ms. Tautscher currently serves as director of Borouge Pte,OMV Petrom S.A., a privately held Singapore-based joint venture between Borealis AGcompany based in Bucharest, Romania and ADNOC,listed on the Romanian Stock Exchange, as Chairwomanchairwoman of Borealis’ insurance captiveOMV Downstream GmbH and Borealis Insurance AS. She is a member of the audit committee of Borouge ADP, Abu Dhabi,OMV Exploration and Borouge Pte, Singapore.Production GmbH, both based in Vienna, Austria. 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.INSEAD (Fontainebleau). She is admitted to the bar of Austria and is a solicitor of England and Wales. We believe that Ms. Tautscher is well qualified to serve as a member of the Board of Directors because of her extensive European legal and business experience, including her prior experience in the gaming industry.

John M. Vandemore has been a director since the Business Combination in December 2016. Mr. Vandemore has served as Chief Financial Officer of Skechers, a globally branded casual footwear design and marketing company, since November 2017. Previously, he served as Executive Vice President, Divisional Chief Financial Officer of Mattel, from September 2015 until October 2017. Prior to that, he served as Chief Financial Officer and Treasurer of International Game Technology from 2012 until 2015. Prior to that, from 2007 to 2012, Mr. Vandemore served as Vice President and Chief Financial Officer of Walt Disney Imagineering, a division of The Walt Disney Company, a global entertainment company. From 2005 to 2007, Mr. Vandemore served as Vice President and Director, Operations Planning & Analysis of The Walt Disney Company. Prior to 2005, Mr. Vandemore held various positions at AlixPartners, Goldman Sachs, and PricewaterhouseCoopers. Mr. Vandemore earned a Bachelor of Business Administration degree with a major in Accountancy from the University of Notre Dame and a Master of Business Administration degree from the J.L. Kellogg Graduate School of Management at Northwestern University. We believe Mr. Vandemore is well qualified to serve as a member of our Board due to his extensive financial, accounting and business experience, including his experience as a chief financial officer.

Brooks H. Pierce has been our President since May 2018 and our Chief Executive Officer since January 2023 (previously serving as our Chief Operating Officer sincefrom May 2018 until January 2023) and he is a member of our Office of the Executive Chairman. Mr. Pierce joined the Company as Senior Vice President, North America, in April 2018 and2018. He previously held the position of Chief Executive Officer of BHP Consulting Group, LLC, a sales, marketing and leadership consulting firm that provided consulting services to the Company from May 2017 through March 2018. From 2015 to 2017, Mr. Pierce was Managing Director of the Americas for Aristocrat Technologies, Inc. He was Chief Revenue Officer for the gaming division of Scientific Games Corporation from 2012 to 2015 and held various other roles within Scientific Games from 1991 to 2010, including Senior Vice President of Marketing and President of Scientific Games Racing. From 2010 to 2012, Mr. Pierce was the President and Chief Business Development Officer of Sportech PLC, a U.K.-based gaming equipment and systems supplier. He is currently a Member of the Advisory Board of Leading Edge Ventures, a Wilmington, Delaware-based venture capital fund, as well as an Advisory Board Member of the Horn Entrepreneurial Program at the University of Delaware. He received his BA from the University of Delaware and is a graduate of the Columbia Business School Senior Executive Program.

Daniel B. Silvers 

Marilyn Jentzenhas been our Executive Vice President andInterim Chief StrategyFinancial Officer since the Business Combination in December 20162023 and is a member of our Office of the Executive Chairman. Mr. SilversMs. Jentzen is alsoa senior executive and consultant with over 30 years of experience leading efforts across finance and transformation for both public and private companies of all sizes. Ms. Jentzen spent 10 years, from 1998 to 2008, with Deloitte LLP in consulting, business operations and strategy, including leading strategic business financial planning and analysis and projects for the managing member of Matthews Lane Capital Partners LLC, an investment firm he foundedUS Firm’s CFO office, and as the Controller for the Southeast region. In 2010, Ms. Jentzen joined Thomson Reuters Corporation, where she was responsible for operating strategy in June 2015. Mr. Silvers also serves as a director of Avid Technology, Inc. Heglobal operations centers in Asia, India, Europe and Latin America. From 2014 to 2015, Ms. Jentzen served as Chief Executive Officer and a directorVice President of Leisure Acquisition Corp. From 2017 until it completed a business combination in June 2021. Mr. Silvers also previously served on the boards of directorsFinance of International Game Technology Universal Health Services, Inc., Forestar Group Inc., bwin.party digital entertainment plc, Pico Holdings, Inc., Ashford Hospitality Prime, Inc.Inc, where she led all global accounting, internal audit and India Hospitality Corp., as well as serving as Presidenttax activities, including SEC reporting. Since 2015, Ms. Jentzen has been the Founder and CEO of Western Liberty Bancorp, an acquisition-oriented company which bought and recapitalized Service1st Bank of Nevada, a community bank in Las Vegas, Nevada. In 2015, Mr. Silvers was featuredInnovative Impact Consulting, leading global business transformation programs in the National Associationareas of Corporate Directors’ “A New Generation of Board Leadership: Directors Under Age 40” list of emerging corporate directors. PriorFinance, Operations and Information Technology. From October 2023 to founding Matthews Lane in 2015, Mr. SilversDecember 2023, Ms. Jentzen was employed by the President of SpringOwl Asset Management LLC, having joinedCompany as a predecessor entity in 2009. Previously, Mr. Silvers wasTransformation Executive. During such period, Ms. Jentzen provided her services through Highpoint Consulting, where she worked as a Vice President at Fortress Investment Group, a leading global alternative asset manager, where he workedconsultant from 2005February 2023 to 2009. Prior to joining Fortress, he was a senior member of the real estate, gaming and lodging investment banking group at Bear, Stearns and Co. Inc., where he worked from 1999 to 2005. Mr. SilversOctober 2023. Ms. Jentzen holds a B.S. in Economics and an M.B.A. in FinanceMBA from The Wharton School of the University of Pennsylvania.

Stewart F.B. Baker has been our Executive Vice PresidentPennsylvania, with concentrations in accounting and Chief Financial Officer since January 2017operations, and is a member of our Office of the Executive Chairman. Mr. Baker previously served as Director of Finance for Inspired Gaming Group from October 2015 to January 2017 and as Group Financial Controller from September 2014 to October 2015. From 2009 to 2014, Mr. Baker was employed by Experian plc, a leading global information services company, serving in various positions, including Divisional Financial Controller. Mr. Baker previously worked as a Chartered Accountant at Deloitte LLP. Mr. Baker holds a BSc in EconomicsBS from the UniversityCollege of Sheffield (U.K.), where he was awarded the Knoop Prize. In 2019, Mr. Baker was included in The Innovation Group’s Emerging Leaders of Gaming 40 Under 40.William and Mary.

Carys Damon has been our General Counsel and Corporate Secretary since September 2017, Executive Vice President since 2021 and is a member of our Office of the Executive Chairman. Effective July 1, 2024, Ms. Damon will cease to serve as Executive Vice President and General Counsel. Ms. Damon will continue to be employed by the Company as Corporate Secretary. Prior to being appointed General Counsel in 2017, Ms. Damon served as Assistant General Counsel from 2015 to 2017 and as Legal Counsel from 2012 to 2015. Prior to joining Inspired, from 2003 to 2012, Ms. Damon held the role of Senior Associate at Marriott Harrison LLP in the Media & Technology Department advising clients predominantly in the music, film and television industries on a host of commercial and intellectual property matters, both contentious and non-contentious. Ms. Damon is a Solicitor of the Supreme Court of England and Wales and a member of the New York State Bar. As General Counsel, Ms. Damon is responsible for Inspired’s legal and compliance and information security functions.

Board of Directors

The Board is comprised of seven directors, each of whom is a nominee for election at the Annual Meeting. During the fiscal year ended December 31, 2021,2023, the Board met sevenfive times and all directors attended at least 75% of the total number of meetings of the Board and committees of the Board on which they served. We do not have a policy regarding director attendance at annual meetings, but encourage directors to attend if possible. All of the directors then serving on the Board attended our 20212023 virtual annual meeting of stockholders.

Director Independence

NASDAQ listing standards require that a majority of the Board be independent. An “independent director” is defined under the NASDAQ rules generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that each of our non-employee directors (Messrs. Chambrello, Raphaelson, Saferin, and Vandemore and Mses. Rogers and Tautscher) is an “independent director” as defined in the NASDAQ listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Leadership Structure and Risk Oversight

Lead Independent Director. Mr. Chambrello serves as the Board’s Lead Independent Director, a position he assumed in February 2022. Mr. Raphaelson previously held the role of Lead Independent Director.

Committees of the Board. The standing committees of the Board consist of an Audit Committee, a Compensation Committee, and a Nominating, Governance and Compliance Committee. Each of the committees is comprised solely of independent directors and reports to the Board.

Audit Committee

The current members of our Audit Committee are Messrs. Vandemore, Chambrello, and Raphaelson. Mr. Vandemore serves as chairman of the Audit Committee. All members are independent under applicable NASDAQ and SEC rules.

Each member of the Audit Committee is financially literate, and the Board has determined that Mr. Vandemore qualifies as an “Audit Committee financial expert” as defined in applicable SEC rules.

We have adopted an Audit Committee charter, available on our website, which details the principal functions of the Audit Committee, including:

The Audit Committee held sevennine meetings during 2021.2023.

Compensation Committee

The current members of our Compensation Committee are Messrs. Saferin, Chambrello and Raphaelson. Mr. Saferin is the chairman of the Compensation Committee. All members are independent under applicable NASDAQ and SEC rules. We have adopted a Compensation Committee charter, available on our website, which details the principal functions of the Compensation Committee, including:

The Compensation Committee charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

The Compensation Committee held fiveeleven meetings during 2021 and also held five conference calls in between meetings of the Compensation Committee.2023.

Nominating, Governance and Compliance Committee

The current members of our Nominating, Governance and Compliance Committee are Messrs. Raphaelson and Saferin and Mses. Rogers and Tautscher. Mr. Raphaelson is the chairman of the Nominating, Governance and Compliance Committee. All members are independent under applicable NASDAQ and SEC rules. We have adopted a Nominating, Governance and Compliance Committee charter, available on our website, which details the principal functions of the Nominating, Governance and Compliance Committee, including:

The Nominating, Governance and Compliance Committee held sixfour meetings during 2021.2023.

Consideration of Director Candidates

Director Qualifications

The Board believes that all directors should have the highest personal integrity and have a record of exceptional ability and judgment. The Board also believes that directors should ideally reflect a mix of experience and other qualifications. There is no firm requirement of minimum qualifications or skills that candidates must possess. The Nominating, Governance and Compliance Committee evaluates director candidates based on a number of qualifications, including, without limitation, their independence, judgment, leadership ability, expertise in the industry, experience developing and analyzing business strategies, financial literacy, risk management skills, as well as gender, race, geographical and background diversity, and, for incumbent directors, his or her past performance. While neither the Board nor the Nominating, Governance and Compliance Committee has adopted a formal policy with regard to the consideration of diversity when evaluating candidates for election to the Board, the Board continues to proactively seek to add to the diversity of its members. It is our goal to have a balanced Board, with members whose skills, background and experience are complementary and, together, cover a variety of areas that affect our business. The Board is continuing to prioritize its diversity and has two female Board members.

As discussed above, the Board seeks diverse candidates, taking into account diversity in all respects, including gender, race, age, board service, background, education, skill set, and financial acumen, along with knowledge and experience in areas that are relevant to the Company’s business, when evaluating potential nominees. The chart below illustrates the composition of our Board nominees by gender and racial diversity:

Procedures for Consideration

The Nominating, Governance and Compliance Committee initially evaluates a prospective nominee on the basis of their resume and other background information that has been made available. A member of the Nominating, Governance and Compliance Committee will contact for further review those candidates who the committee believes are qualified, may fulfill a specific Board need and would otherwise make a strong contribution to the Board. If, after discussions with the candidate and other reviews and consideration as may be necessary or appropriate, the Nominating, Governance and Compliance Committee believes that it has identified a qualified candidate, it will make a recommendation to the Board, which ultimately determines each slate of director nominees to be proposed to stockholders and ultimately determines when and how to fill vacant Board seats between stockholder elections.

Candidates Recommended by Stockholders

The policy of our Nominating, Governance and Compliance Committee is to consider recommendations for candidates for director nominees that are properly submitted by stockholders. Any stockholder recommendations for consideration by the Nominating, Governance and Compliance Committee should include the candidate’s name; biographical information; business and residence addresses; resume; information regarding any relationships between the candidate and the Company within the last three years; a description of all arrangements between the candidate and the recommending stockholder and any other person by which the candidate is being recommended; a written indication of the candidate’s willingness to serve on the Board; any other information required to be provided under the section of this document entitled “Other Matters – Stockholder Proposals”, the Company’s bylaws and applicable securities laws and regulations; and a written indication of willingness to provide such other information as the Nominating, Governance and Compliance Committee may reasonably request. The Nominating, Governance and Compliance Committee suggests that any stockholder recommendations address, among other matters, how the candidate would qualify for service as a director based on the following criteria in particular: independence, judgment, leadership ability, expertise in the industry, experience developing and analyzing business strategies, financial literacy and risk management skills. There are no differences in the manner in which the Nominating, Governance and Compliance Committee evaluates candidates for director recommended by a stockholder, and other director candidates. The Nominating, Governance and Compliance Committee identifies candidates for future Board openings on an ongoing basis in the ordinary course of its business, and any candidates recommended by stockholders would be considered in addition to other candidates known to the Nominating, Governance and Compliance Committee.

Procedures for Contacting Directors

The Board has established a process for stockholders to send communications to the Board. Stockholders may communicate with the Board or with a specific director at any time by writing to Inspired Entertainment, Inc., 250 West 57th Street, Suite 415, New York, New York 10107, Attention: CompanyCorporate Secretary, or calling +1 (646) 565-3861. We review all messages received and forward messages that reasonably appear to be communications from a stockholder intended to be made to one or more directors about a matter of stockholder interest. Such messages are forwarded as soon as practicable to the particular director to whom they are addressed or, if not so addressed, to the Chairman of the Nominating, Governance and Compliance Committee. Because other appropriate avenues of communication exist for matters that are not of stockholder interest, such as general business complaints or employee grievances, communications that do not relate to matters of stockholder interest are not forwarded to directors.

Environmental, Social and Governance (“ESG”) Principles

The Company believes that environmental and social responsibility as well as human capital management (including diversity) and corporate governance are important policy considerations that are in the interest of our stockholders, as reflected in our Code of ConductEthics and related policies. The Company reports to the Nominating, Governance and Compliance Committee on all ESG-related matters.

Environmental—the Company is committed to operating in an environmentally responsible manner to reduce its impact on climate change, conserve natural resources and comply with environmental regulations. It does this by:

Social—the Company is committed to being a socially responsible employer, which includes fostering an environment of diversity and inclusion across its business, empowering women and minorities and operating ethically. It does this by:

Governance—the Company is committed to building a culture dedicated to ethical business behavior and responsible corporate activity. We believe strong corporate governance is the foundation to delivering on our commitments. It does this by:

This is also part of a shared philosophy by the Compensation Committee, which drives the effort to refine and improve alignment of management and stockholder interest.interests.

Stock Ownership Guidelines

According to the Company’s stock ownership guidelines, our named executive officers and the non-employee members of our Board are required to hold shares of our common stock with a value at least equal to the following multiple of their annual base salary or cash retainer:

Under the ownership guidelines, shares counting toward satisfaction of these guidelines include shares owned outright or indirectly held including by a member of the individual’s immediate family residing in the same household and including through 401(k) plans and shares held in trust for the benefit of the individual and/or the individual’s family as well as shares underlying restricted stock units.

Clawback Policy

In August 2023, the Board adopted a compensation recovery policy as required under Nasdaq’s final rules implementing Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), following the adoption of such rules.

As previously disclosed, the Company restated its financial statements for the years ended December 31, 2021 and 2022 and for the quarterly periods ended March 31, 2023 and June 30, 2023. The Compensation Committee has determined that the restated results would not change the amounts earned under the terms of all previously granted incentive based compensation awards and, as a result, there were no amounts to recover under our compensation recovery policy.

With respect to certain stock price based RSUs granted to Mr. Weil, the Committee additionally engaged an outside third party expert to assess the impact of the restated results. Based on the expert’s report, the Committee concluded that the restated results, if originally reported with the initial release of the financial statements, would not have negatively impacted the Company’s stock price and, accordingly, no adjustments were made to these RSUs.

Although no clawbacks of historical awards were required, in evaluating awards for 2023, the Committee exercised its discretion under the Company’s annual bonus plan not to award a bonus to the former Chief Financial Officer and to reduce the awards for other participants after considering a number of factors, including the amount of time and expense spent by the Company on the restatements. The Committee also adopted prospective performance criteria for the remaining finance team that ties vesting of one-half of their performance-based RSU grants for 2024 and one-half of their short-term annual cash bonuses that can be earned in 2024 on all material weaknesses known as of January 1, 2024 being substantially remediated by the end of 2024 save in respect of the Interim CFO for whom the entire bonus potential (of $100,000) is dependent on this criteria being met.

Audit Committee Report*

The Audit Committee meets regularly with the Company’s management and its independent registered public accounting firm to consider the adequacy of the Company’s internal controls and the objectivity of its financial reporting. In addition, the Audit Committee meets regularly with the Company’s independent registered public accounting firm alone to review the foregoing matters. The Audit Committee selects the Company’s independent registered public accounting firm and periodically reviews theirits performance and independence.

The Audit Committee reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 20212023 with management, and discussed with the Company’s independent registered public accounting firm the matters required to be discussed by applicable rules of the Public Company Accounting Oversight Board (the “PCAOB”). Additionally, the Audit Committee reviewed the written disclosures and letter from our independent registered public accounting firm required by the rules of the PCAOB and discussed the independence of the independent registered public accounting firm under applicable PCAOB and SEC requirements. Based upon such reviews and discussions, the Audit Committee recommended to the Board that the Company’s audited financial statements for the year ended December 31, 20212023 be included in the Company’s Annual Report on Form 10-K for such year, for filing with the SEC.

Respectfully submitted,

Audit Committee of the Board of Directors

/s/ John M. Vandemore, Chairman

/s/ Michael R. Chambrello

/s/ Ira H. Raphaelson

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. Copies of our Code of Ethics and our Audit Committee, Compensation Committee and Nominating, Governance and Compliance Committee charters are available on our website at www.inseinc.com. Amendments to, or waivers for any of our principal executive officers from the requirements of, our Code of Ethics, if any, will be disclosed on our website at www.inseinc.com or in our reports filed with the SEC.

Insider Trading Policy

Under our insider trading policy, all employees (including officers) and members of the Board are prohibited from purchasing shares on margin, from engaging in short sales, and from buying or selling puts, calls or other derivatives in respect of our securities. Although we discourage speculative hedging transactions, we do permit long-term hedging transactions that are designed to protect the individual’s investment in our securities. Any hedge must be for at least six months and relate to stock or options held by the individual. All hedging transactions must be pre-cleared pursuant to our insider trading policy. The Company has not approved any hedging transactions and does not expect to do so.

Employees certify their receipt of on-boarding and periodic training in the foregoing as well as other corporate controls policies.

EXECUTIVE COMPENSATION

Executive Compensation Oversight and Objectives

Our executive compensation program is overseen by the Compensation Committee of the Board (the “Compensation Committee”).Committee. The Compensation Committee has developed the following goals for our executive compensation program:

As reflected in the Company’s quarterly financial disclosures and Annual Report on Form 10-K, management steered the Company through another year that continued to be affected by COVID-19. From mid-December 2020 to mid-April 2021, all retail venues were once again closed due to Government-mandated shutdowns. Full restrictions did not fall away in the United Kingdom until July 2021 and there remains an element of social distancing in venues in Greece and in Italy.Compensation Consultant

The Compensation Committee continued to support management in their focus on keeping the business viable throughout 2021, including:

Compensation Consultant

The Compensation Committee retained retains Frederic W. Cook & Co., Inc. (“FW CookCook”) as its independent compensation consultant in July 2019.consultant. Representatives of FW Cook regularly attend Compensation Committee meetings and communicate with the Chair of the Compensation Committee outside ofbetween meetings. FW Cook reports directly to the Compensation Committee and the Compensation Committee oversees the fees paid for its services. FW Cook provides the Compensation Committee with independent and objective guidance on a variety of matters related to our executive and director compensation programs and general compensation and benefits matters. FW Cook does not provide any consulting services to the Company beyond its role as a consultant to the Compensation Committee. The Compensation Committee conducts an assessment of the independence of its compensation consultant annually, pursuant to SEC rules and, following its most recent assessment, concluded that no conflict of interest exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee. During 2021,2023, FW Cook provided the following services to the Compensation CommitteeCommittee: (1) assisted the committee in redesigning and updating the proposed 2021 LTIP program and share request set forth for shareholder consideration in the proxy statement for the 2021 annual meeting of stockholders; (2) prepared a compensation risk assessment; (3) assisted with benchmarking compensation for new employment arrangements with Ms. Damon and Mr. Baker; (4)(2) reviewed the company’s short termCompany’s short- and long-term incentive planplans for 2021; (5)2023; (3) advised the Compensation Committee regarding directors’ compensation;clawback policy including in connection with the Company’s financial restatements which were filed with the SEC in February 2024; and (6) assisting with amending(4) advised the deferred settlement provisions for directors RSUs.Compensation Committee in relation to pay vs performance.

Compensation Risk Assessment

We believe that the performance goals and incentive plan structures generally established under the Company’s executive, annual and long-term incentive programs are not reasonably likely to have a material adverse effect on the Company. Additionally, the Compensation Committee works with management to ensure that compensation incentives are structured in a manner to minimize risk of non-compliance. The approved goals under our incentive programs are consistent with our financial operating plans and strategies, and these programs are discussed and reviewed by the Compensation Committee as well as with an independent compensation consultant. The Company’s compensation systems are balanced, rewarding both short-term and long-term performance, and its performance goals are team orientedteam-oriented rather than individually focused, and include measurable factors and objective criteria. The Compensation Committee is actively engaged in setting executive compensation systems, monitoring those systems during the year and using discretion in making rewards, as necessary. Both in reliance on its independent compensation consultant’s report and on its own judgments, the Compensation Committee believes that the Company’s compensation policies and practices for its employees do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.

Named Executive Officers

The named executive officers of the Company (the “Named Executive Officers”) for 20212023 were as follows:

Daniel Silvers, who previously served as the Company’s Executive Vice President and Chief Strategy Officer, was also a Named Executive Officer for 2023.

Executive Compensation Elements

The principal elements of the compensation program for our named executive officersNamed Executive Officers consist of:

Base Salary

Base salary levels are reviewed by the Compensation Committee on an annual basis and as circumstances warrant. In determining base salary levels, the Compensation Committee considers market competitive information, internal pay equity, individual responsibilities and performance assessments.

Temporary Salary Reduction Letters (COVID-19 mitigation)Incentive-based Compensation

As partOverview of Short- and Long-Term Incentive Plans

The Company’s short-term incentive plan (STIP) is based on attainment of an Adjusted Earnings Before Interest, Tax, Depreciation, Amortization and Bonus (“Adjusted EBITDAB”) target. The STIP for 2023 had various target eligibility levels across multiple tiers of management levels ranging from 10% to 120% of base salary depending on business segment performance, corporate performance and measurements against specific individual performance objectives. Bonus eligibility for the Company’s executive officers for 2023 was based on corporate performance criteria.

The Company’s long-term incentive plan (LTIP) contemplates an aggregate award of restricted stock units with a value equal to a percentage of base salary depending on management levels and ranging from 10% to 100%. Half of the Company’s effortsawards are time vested and half are subject to manage its cash flow by reasonperformance criteria. The time-vested restricted stock units vest as to 1/3 in each year beginning in the year of grant, and performance-based restricted stock units vest on December 31 of the business effectsthird year after the grant, provided that such shares are earned by meeting the performance criteria set at the time of the COVID-19 pandemic, each of the named executive officers and other members of the Office of the Executive Chairman (“OEC”) and other personnel of the Company consented to a temporary reduction in base salary calculated on a percentage basis on each of the tiered stacks of the executive’s salary ranging from 0%grant for the portion under £25,000 (approximately $30,623) to 33.3% for the portion over £300,000 (approximately $367,469). Such reductions were lifted at the end of May 2021.initial year. The percentage reductions, and the temporary reduced base salaries, were, as follows for the named executive officers:performance criteria are based on Adjusted EBITDAB targets.

Lorne Weil (Executive Chairman): 25%

Brooks Pierce (President and Chief Operating Officer): 21%

Stewart Baker (Executive Vice President and Chief Financial Officer): 16%

Each of the above persons entered into a letter agreement with the Company with respect to the reduction of their base salaries. Other than for approximately five weeks (October 2020 and a portion of November 2020), the salary reductions were in place from April 1, 2020 through May 31, 2021.

Short-Term Cash Bonus Awards

2023 Short-Term Cash Bonus Awards

As part of a short-term incentive plan (“STIP”)the STIP adopted by the Compensation Committee, the named executive officers were eligible to receive performance-based cash bonuses for 20212023 based on a formula that involved attainment of the Company’s financial performance metrics. The target bonus opportunity for Messrs. Pierce and Baker for 2021 was equal to 100% of their base salaries (which for Mr. Baker was calculated at 6 months of his salary in 2021 and 6 months at his increased salary that was effective from January 2022) and the target bonus opportunity for Mr. Weil for 20212023 was equal to 120% of his base salary and his maximum bonus opportunity was equal to 240% of his base salary. There was noThe target bonus opportunity for Mr. Pierce was equal to 110% of his base salary and his maximum bonus opportunity was equal to 220% of his base salary. Ms. Damon had a target bonus opportunity for 2023 equal to 100% of her base salary and her maximum bonus opportunity was equal to 200% of her base salary. Mr. Silvers, who left the executives to earn aboveCompany in January 2023, as discussed in last year’s proxy statement, previously had a target for 2021.bonus opportunity of 100% of base salary and a maximum bonus opportunity of 200% of base salary.

With respect to the 2021 STIP, in February 2021, the Compensation Committee was mindful of the fact that the duration of government-imposed business and travel restrictions makes meaningful budgeting on a monthly let alone quarterly or annual basis to be impractical but was of the view that some objective financial metrics are in the best interest of the shareholders. The Compensation Committee resolved that it would exercise its discretion in awarding a 2021 STIP, taking into account factors to be determined, based on market conditions at the next scheduled Board meeting.

In June 2021, the Compensation Committee adopted the revised STIP, which reserved both positive and negative discretion in making any awards. The Compensation Committee then set the 2021 STIP target at $36M in EBITDA, after considering, among other things, available actuals for Q1 and portions of Q2, the gradual but uncertain ramp up for Q3, and the historic variabilities in Q4. The target represented a 20% increase over 2020 annual EBITDA and 50% increase for Q3-4 above 2020.

The Compensation Committee completed its oversight of the 2021 bonus plan working up to and through its regular February 9, 2022 meeting. The budgets adopted for 2021 had been the result of the exigent circumstances arising from government-imposed pandemic-closures and other restrictions, coupled with a genuine interest in maintaining the services of the executive team during this critical period for the industry. For those 2021 budgets, the Compensation Committee adopted a cap on the STIP as an austerity measure. In evaluating the Company’s 2021 performance during the February 2022 meeting cycle and notwithstanding the executive team and employees’ extraordinary efforts at growing the business, retiring warrants, refinancing, and completing transactions, all of which helped produce EBITDA at 177% of budget in a year including pandemic restrictions affecting the business, there was no opportunity for maximum bonuses under the STIP. The Compensation Committee determined to award bonuses under the STIP to the named executive officers and all bonus-eligible employees in amounts equal to 100% of their target award eligibility based on the level of attainment of the Company financial performance metrics (as measured by EBITDA).

In adopting the budget and bonus regimesstructure for 2022,2023, the Compensation Committee, on recommendation of the executive team, adopted a budget with an Adjusted EBITDA target of $110.6 million (based on prevailing exchange rate on approval date).

In February 2024, the Compensation Committee reviewed the 2023 performance of the executive officers and other eligible employees. In view of the Company’s financial performance (as measured by Adjusted EBITDAB), at 90% of the target, the Compensation Committee determined, withon management’s recommendation, to approve awards equal to 40% of each eligible participant’s target award opportunity for attainment of the full supportcorporate performance target for the year. In making these awards, the Compensation Committee exercised its negative discretion to reduce the amount of the awards from approximately 47%. In making such determination, the Committee considered a number of factors, including the amount of time and expense spent by the Company on the restatements.

2024 Short-Term Cash Bonus Awards

In adopting the budget and bonus structure for 2024, the Compensation Committee, on recommendation of the executive team, adopted a second austerity budget albeit with the potential for maximum STIP payout.an Adjusted EBITDA target metric.

Additional Criteria for Finance Team

The Committee also adopted additional performance criteria for members of the finance team, with regards to 50% of their eligible STIP (including any maximum STIP), of (i) substantial remediation of material accounting and SOX weaknesses by year end; and (ii) achievement of proficiency training in U.S. GAAP accounting, each of which will be on management’s recommendation as to achievement and subject to the Committee’s determination save in respect of the Interim CFO for whom the entire bonus potential (of $100,000) is dependent on this criteria being met.

Long-Term Equity Awards

The Compensation Committee approved sign-on equity awards to Mr. Pierce in July 2021 in connection with the extension of the term of his employment agreement and to Mr. Baker in August 2021 as part of his new employment agreement, as described below.2023 Awards

In February 2021, the Compensation Committee and the Board determined to adopt a new LTIP, the Inspired Entertainment, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”), which was approved by our stockholders at the 2021 Annual Meeting.

In order to carefully manage the Company’s share usage, the Compensation Committee determined that, with respect to LTIP awards to be made as formula awards for fiscal 2021 under the 2021 Plan, the Company would calculate the value of the stock at the higher of (i) the closing price based on twenty-day average preceding the grant date of an award or (ii) the twenty-day average preceding the previous year’s high price for our common stock, but in any event at a price no lower than $7.00. Additionally, until the Company’s average stock price exceeds $10.00 for a one-year period, the Compensation Committee determined that the maximum LTIP award opportunity would be 100% of target and the prior upside opportunity would be eliminated.

At the February 2021 meeting,2023, the Compensation Committee resolved to award RSUs to management (having an aggregate award value equal to approximately 100% of base salary in the case of the named executive officers,Named Executive Officers, subject to certain caps and a different formula price methodology in the case of Mr. Weil), half of which will be time vested and half of which will have performance criteria, (to be determined following approval of the 2021 Plan at the 2021 annual meeting of stockholders held in May 2021) with time vestedtime-vested shares vesting 1/3 each year beginning in year of grant;grant, and performance shares vesting on December 31 of the third year after the grant, provided that such shares are earned by meeting the performance criteria set at the time of the grant for the initial year. In JuneGiven that awards for 2021 and 2022 had eliminated the ability for participants to be awarded over target of 100%, the Compensation Committee setdetermined to reinstate the LTIPability to achieve maximum of 200% for performance metricawards (150% of aggregate award value).

The Company calculated the value of the Common Stock for the formula awards at $36M in EBITDA, after considering, among other things, available actuals for Q1 and portions$15.00, which was the highest of Q2,(i) the gradual but uncertain ramp up for Q3, and20-day average through the historic variabilities in Q4. The target represented a 20% increase over 2020 annual EBITDA and 50% increase for Q3-4 above 2020.

The closing price based ongrant date (February 14, 2023), (ii) the 20-day average preceding the February 9, 2022 meeting was $6.51 and the 20-day average preceding the previous year’s highhighest price for stock was $5.92. Since neither sharethe prior year, and (iii) the floor of $7.00. In Mr. Weil’s case, pursuant to the terms of his employment agreement, the formula price was “higher” thandetermined to be $15.95 (the closing price prior to the $7 floor established bydate of grant).

In February 2024, the Compensation Committee, awards were priced at $7.

The Compensation Committee determined to award the LTIP performance metric for 20212023 at 100%approximately 47% of their target award eligibility to the named executive officersNamed Executive Officers and all bonus-eligibleother eligible employees based on the level of attainment of the Company financial performance metrics (as measured by EBITDA)Adjusted EBITDAB). As set out above,These awards remain subject to a service vesting period through December 2025.

2024 Awards

In February 2024, the Compensation Committee resolvedapproved formula awards for 2024 as described above except that the 100% cap will remain on the LTIP for 2022.

In adopting the budget and bonus regimes for 2022, the Compensation Committee determined, with the full supportfloor was set at 80% of the executive team, a second austerity budget retainingformula price at which the 100% cap onprior year’s formula awards were granted. Accordingly, the LTIP payout for 2022. The Compensation Committee believed that this approach aligned with shareholder interests, and both conservedformula price used to determine the number of shares being usedsubject to awards for 2024 was determined to be $15.73, in comparison to the closing price of $9.17 of our stock on the date of grant. In Mr. Weil’s case, pursuant to the terms of his employment agreement, the formula price was determined to be $9.18 (the closing price prior to the date of grant) and allowed it to expand the number of participants as a mechanism for the retention of an especially skilled part of the labor pool. In doing so, the Compensation Committee considered the analysis and recommendation of an independent consultant engaged by managementshares was capped at the recommendation of the Compensation Committee’s independent compensation consultant, reviewed the LTIP programs of peer and industry group data that the consultant provided and agreed with management’s recommendation that the incentive was needed to help retain a third level of employees who, despite being in critical, technical roles, management determined, with the assistance of management’s compensation consultant, could be at risk of leaving in the rapidly evolving post-pandemic labor market.80,000.

Extra Criteria for Finance Team

The Committee also adopted additional performance criteria for existing members of the finance team, as described above under the STIP section which shall also apply to their 2024 formula awards of RSUs.

Personal Benefits

The executive officers of the Company who are U.S.-based (Messrs. Weil and Pierce and Silvers)Ms. Jentzen) are offered life insurance and health insurance and participation in a broad-based 401(k) plan that provides matching contributions of up to 4% of compensation (subject to IRS annual maximums).

The executive officers of the Company who are U.K. based (Mr. Baker and Ms.U.K.-based (Ms. Damon), receive U.K. market-related benefits, including executive-tiered health insurance, life insurance and a defined contribution pension scheme carrying a 15% employer contribution. These executive officers previously

The Company also received car allowances which ceased underprovides tax equalization benefits for dual-location employees. In addition, Ms. Jentzen, who is on assignment in the termsU.K., receives a monthly supplement of their new employment agreements on January 1, 2022. The amounts payable under this pension scheme were similarly reduced as part$3,600 (net of taxes) and a vehicle. She will also receive lump sum relocation support payments (net of taxes) of $15,000 and $5,000 (the second at the Company’s COVID-19 pandemic response.end of her assignment).

Employment Agreements, including Termination and Change in Control Provisions

The employment service agreements entered into with our named executive officersNamed Executive Officers establish the overall framework for each such officer’s compensation, including base salary and target and maximum bonus amounts. Amendments to each of the 2020 agreements with Mr. Pierce and Mr. Weil were entered into during 2021 as well as a new agreement being entered into with Mr. Baker.

Employment Agreement with A. Lorne Weil, Executive Chairman

On October 9, 2020, the Company entered into a newan employment agreement with A. Lorne Weil, the Company’s Executive Chairman, which replaced his prior agreement. The employment agreement was amended June 21, 2021 and subsequently amended in a second addendum dated January 12, 2023. The agreement, as amended, has a five-year term ending on December 31, 2024 with a mutual option for a sixth year.2027.

Under the second addendum, Mr. Weil’s base salary rate was increased from $750,000 to $800,000, effective January 1, 2023, which he elected to defer until April 1, 2023 (though the full $800,000 rate was used for the purposes of $750,000 per year was retained.STIP and LTIP calculations for 2023). Mr. Weil’s opportunity to earn an annual target bonus was increased from 100% tois 120% of his annual salary and his maximum bonus opportunity was increased from 200% tois 240% of his annual salary. Mr. Weil remainsis eligible to receive formula awards of RSUs under the Company’s LTIP program in amounts up to 75,00080,000 RSUs for any fiscal year.year (increased from 75,000 as of January 1, 2023).

Mr. Weil’s employment agreement provides for special equity grants – he was awarded 100,000 RSUs under the 2018 Omnibus Incentive Plan upon execution of the agreement in October 2020 (subject to a time-based service condition through June 30, 2021) and received an additional 750,000 RSUs, (the “750,000 Sign-On RSUs”) under the 2021 Plan, subject to stockholder approval of the 2021 Omnibus Incentive Plan which was obtained at the 2021 Annual Meeting.

Effective June 21, 2021, the Company entered into an amendment (the “Addendum”) to the employment agreement which modified the termsMeeting of the 750,000 Sign-On RSUs. The Addendum was entered into following the receipt of feedback from certain stockholders, and reflected a desire to further align Mr. Weil’s equity incentives with the interests of the Company’s stockholders by increasing the component of his awards that were tied to the Company’s stock price.

The Addendum provides that Mr. Weil agreed to convert his first tranche of Time Based RSUs (i.e., 85,000 RSUs that were scheduled to vest on December 31, 2022) and first tranche of Adjusted EBITDA Based RSUs (i.e., 62,500 RSUs that were subject to attainment of performance targets for 2021) to Stock Price Based RSUs (i.e., 147,500 RSUs having targets ranging from $15.00 to $20.00).Stockholders. The 750,000 Sign-On RSUs, as modified areunder the first addendum to his employment agreement, were as follows:

Mr. Weil was awarded a further special equity grant under the second addendum, subject to approval by the stockholders of the Company of the 2023 Omnibus Incentive Plan at the 2023 Annual Meeting, of an aggregate of 250,000 RSUs, as to which 125,000 are Adjusted EBITDA Based RSUs that may be earned in one-third increments for each of the calendar years from 2025 to 2027, and 125,000 are Stock Price Based RSUs that may be earned in one-quarter increments by meeting certain stock price targets (as measured over a consecutive 45-day calendar period) ranging from a price target of $15.00 to $22.50. The stock price target applicable to the first increment was achieved in February 2023.

In the event the Company elects to terminate Mr. Weil’s employment without cause, or if Mr. Weil terminates his employment for good reason, Mr. Weil would receive his salary and target bonus amount through the earlier of (i) his contract termination date and (ii) eighteen months (or thirty months if the termination constituted a “change in control termination event” as defined), he would receive a prorated target bonus for the year of termination and his unvested equity awards (excluding thehis 750,000 special sign-on RSUs)RSUs (as to which 245,000 remains unvested) and the 250,000 RSUs under the second addendum as to which 218,750 remains unvested) would remain outstanding subject to potential vesting in accordance with the time, performance or other conditions applicable to the awards. With respect to the 750,000 Sign-Onspecial sign-on RSUs and the additional 250,000 RSUs, if Mr. Weil’s employment terminates prior to the end of the agreement, the unvested portion would lapse in circumstances other than death, a “change in control termination event” or if the Company’s stock is no longer publicly traded, in which case all or a portion of the outstanding balance would vest.

In addition, in accordance with the terms of Mr. Weil’s agreement, term life insurance coverage was obtained in December 2020 in order to provide Mr. Weil with a death in service benefit equal to four times his base salary, which is equivalent to the coverage offered to other executives of the Company under a group policy. The annual cost of the coverage to the Company is approximately $74,000.

Under the employment agreement, Mr. Weil will remain subject to certain covenants, including, among other things, a covenant not to enter into a directly competing business or solicit employees of the Company for a period of eighteen months after termination of his employment (or twelve months in the event of a “change in control termination event”), as well as a covenant not to disclose certain confidential information of the Company.

Employment Agreement with Brooks H. Pierce, President and Chief OperatingExecutive Officer

On February 17, 2020, the Company entered into a newan employment agreement with Brooks H. Pierce, the Company’s President and Chief OperatingExecutive Officer, which replaced his prior agreement. The employment agreement was amended on July 21, 2021.2021 and on January 13, 2023 when the Company promoted Mr. Pierce from his role as President and Chief Operating Officer to serve as President and Chief Executive Officer, extending his duties to include oversight for the corporate strategy of the Company reporting directly to the Company’s Board and Mr. Weil. The Agreement,agreement, as amended, has a term of employment through December 31, 2024. The Compensation Committee approved2026.

Under the second amendment, to extend the term of Mr. Pierce’s employment in light of, among other things, Mr. Pierce’s strong leadership of the Company during the COVID-19 pandemic.

Mr. Pierce has a base salary rate ofwas increased from $525,000 (increased from $500,000 as ofto $585,000, effective January 1, 2022). Mr. Pierce has2023, which he elected to defer until April 1, 2023 (though, the full rate of $585,000 was used for the purposes of STIP and LTIP calculations for 2023), and his annual bonus opportunity was increased from 100% to earn an annual110% of base salary as a target bonus equaland from 200% to 100%220% of his annualbase salary and an annualas a maximum bonus equal to 200% of his annual salary.bonus. Mr. Pierce is also eligible to receive incentive and equity-based compensation and any other benefits determined by the Compensation Committee, including participation in the Company’s long-term incentive plan available for senior executives.

Mr. Pierce’s agreement provided for him to receive a special sign-on equity grant of an aggregate of 200,000 RSUs (which was awarded on February 17, 2020), one-half in the form of time-based RSUs (vesting as to 75,000 on December 31, 2022 and 25,000 on December 31, 2023) and one-half in the form of performance-based RSUs (25,000 RSUs per year for the years 2020 through 2023, based on the Company’s achievement of annual adjusted EBITDA targets). With respect to the performance-based tranche for 2023, Mr. Pierce earned an amount equal to approximately 47% of the target award. He received an additional special sign-on grant in July 2021 in connection with thean amendment to extend the term of his agreement, which covers an aggregate of 75,000 time-based RSUs that are scheduled to vest on December 31, 2024.

Subject to approval by the stockholders of the Company of the 2023 Omnibus Incentive Plan at the 2023 Annual Meeting, Mr. Pierce will receive a further grant of 125,000 Adjusted EBITDA Based RSUs, half of which may be earned in 2025 and the remaining half of which may be earned in 2026 based on the Company achieving targets based on adjusted EBITDA for such years. Any earned RSUs will vest on the last day of the performance period, if Mr. Pierce is then employed by the Company.

In the event the Company elects to terminate the agreement other than for cause, or if Mr. Pierce terminates the agreement for good reason, Mr. Pierce shallwill receive accrued benefits, a salary for 12 months and a prorated bonus for the year of termination (or 18 months in the event of a change in control transaction, plus 1.5 times target bonus), and his outstanding equity awards shallwill vest in accordance with the terms set forth in the agreement.

Under the employment agreement, Mr. Pierce will remain subject to certain covenants, including, among other things, a covenant not to enter into a directly competing business or solicit employees of the Company for a period of one year after termination of his employment, as well as a covenant not to disclose certain confidential information of the Company.

Employment Agreement with Stewart F.B. Baker,Carys Damon, Executive Vice President, General Counsel and Chief Financial OfficerCorporate Secretary

On August 3, 2021, Inspired Gaming (UK) Limited (“IG UK”), a subsidiary of the Company, entered into a newan employment agreement with Mr. BakerMs. Damon, the Company’s Executive Vice President, General Counsel and Corporate Secretary, which replaces his prior employment agreements. In determiningwas amended in March 2024. Pursuant to approvethe amendment, Ms. Damon will cease serving as Executive Vice President and General Counsel as of June 30, 2024 and remain as Corporate Secretary for the remainder of 2024 and until either party terminates the agreement the Compensation Committee took into account the following factors, among others: the Compensation Committee’s desire to align the employment arrangements of the members of the Office of the Executive Chairman (“OEC”) to the extent practicable, while taking into account the requirements of the various jurisdictions in which the members of the OEC reside; and Mr. Baker’s strong leadership and contributions to the management of the business of the Company and its subsidiaries through the unprecedented COVID-19 pandemic and government mandated shutdown of significant portions of the venues where the Company’s products are offered.on not less than one month’s notice.

Under the terms of the employment agreement, commencing January 1, 2022, Mr. Baker’sMs. Damon’s annual base salary rate was increased to $380,000,is £312,476, with a target annual bonus of not less than 100%, and a maximum annual bonus of not more than 200%, of hisher base salary, subject to performance goals determined by the Compensation Committee. The annualMs. Damon’s salary rate will decrease to £102,000 effective July 1, 2024 in connection with her resignation as General Counsel and her bonus from that effective date will be based on her target opportunity with her bonus for Mr. Baker will be consistent with2024 payable on January 15, 2025.

In consideration of Ms. Damon entering into the Company’s short-term incentive plan and the award criteria applicable to other senior executives of the Company and its subsidiaries. Mr. Baker2021 employment agreement, she was awarded a sign-on equity grant of 75,000 time-based RSUs thatwhich are scheduled to vest in full on December 31, 2024. The annual car allowance that Mr. Baker previously received ceased on January 1, 2022.

Either party may terminate the agreement by giving the other party not less than twelve months’ written notice, provided that such notice, if given by IG UK, may not expire prior to December 31, 2024 and provided IG UK may in its discretion elect to terminate with immediate effect by paying the salary and other amounts contractually due in respect of the notice period. In addition, IG UK may terminate the agreement for cause and Mr. Baker may terminate his employment agreement for good reason, in each case as more particularly described in the agreement.

In the event of the termination of Mr. Baker’s employment without cause by IG UK or if Mr. Baker terminates his employment for good reason, then, among other things, the equity or equity-based awards then held by the executive which have not fully vested as of the date of termination (including any awards under the Company’s long-term incentive plan other than the sign-on equity grant) shall continue to remain outstanding subject to future vesting in accordance with the award’s time, performance or other applicable conditions to vesting.

Under the agreement, Mr. BakerMs. Damon is subject to certain restrictive covenants, including, among other things, non-solicitation and non-competition restrictions for a period of twelve months after termination of Mr. Baker’sher employment and confidentiality obligations.

The employment agreementEmployment Agreement, as amended, is governed by and will be construed in accordance with the law of England and Wales.

Arrangements with Daniel B. Silvers, former Executive Vice President and Chief Strategy Officer

Effective January 10, 2023, Mr. Silvers stepped down from his position as Executive Vice President and Chief Strategy Officer of the Company. Pursuant to Mr. Silvers’ employment agreement dated December 14, 2016, as amended, Mr. Silvers was entitled to receive a base salary at a rate of $385,000 per year, a target annual bonus of not less than 100% of his base salary and a maximum annual bonus of 200% of his base salary. He was also entitled to reimbursement for private medical insurance and to severance benefits described below. In accordance with the terms of his employment agreement (including the three-month notice period thereunder) and his separation and release agreement with the Company dated January 10, 2023, the following amounts were payable to Mr. Silvers following his employment terminating: (i) a pro-rated maximum annual bonus for the year 2023 (calculated based on 100 out of 365 days which includes the notice period under his agreement), (ii) continued payment of his salary for two years, (iii) two times his maximum annual bonus (payable over a period of two years) and (iv) acceleration of 100% vesting of his equity awards (with respect to the service period conditions) including with respect to the formula awards he received for 2023 during the notice period. The Company also agreed to continue to reimburse his private health care benefits and insurance as it did under his employment agreement until the earlier of (a) the date on which he is in receipt of healthcare benefits from another employer (other than Matthews Lane Capital Partners LLC) or (b) 18 months.

Mr. Silvers remains subject to certain terms and conditions of his employment agreement, including, among other things, a covenant not to enter into a competing business, for any period after termination of his employment during which he receives certain specified termination payments, as well as a covenant not to disclose certain confidential information of the Company.

Indemnification Agreements

The Company has entered into indemnification agreements with all of its directors and executive officers pursuant to which such individuals are indemnified by the Company to the fullest extent permitted under Delaware law.

Summary Compensation Table

The following table sets forth information concerning compensation awarded to, earned by or paid to our named executive officersNamed Executive Officers for the years specified.

These adjustments do not reflect any change to the number of shares subject to these awards or their terms.

Outstanding Equity Awards at 20212023 Fiscal Year-End

The following table sets forth information concerning outstanding equity awards made toheld by our named executive officersNamed Executive Officers as of December 31, 2021.2023.

Pay Versus Performance

Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding “compensation actually paid”, as defined in Item 402(v), and certain financial performance of the Company. In accordance with SEC rules, the “compensation actually paid” amounts shown in the table below for each applicable year reflect certain adjustments to the values reported in the Summary Compensation Table of the proxy statement as described in the footnotes to the following table.

Adjustments to Summary Compensation Total to Determine Compensation Actually Paid

Components that comprise amounts shown under column “Inclusion of Equity Values” in the table above

Analysis of the Information Presented in the Pay versus Performance Table

The Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid and Cumulative TSR

The following graph illustrates the amount of “compensation actually paid” (“CAP”) to Mr. Weil and the average amount of CAP to the Company’s NEOs as a group (excluding Mr. Weil) relative to the Company’s cumulative total shareholder return (TSR) over the three years presented in the table. A significant portion of the CAP is comprised of equity awards, with special sign-on awards granted in the 2021 year to Mr. Weil, Mr. Pierce and Mr. Baker as part of new employment agreements or extensions. Approximately 50% of the sign-on RSUs awarded to Mr. Weil were conditioned on attainment of stock price targets and approximately 25% were conditioned on attainment of Adjusted EBITDA targets.

Compensation Actually Paid and Net Income

As demonstrated by the following table, the amount of CAP to Mr. Weil and the average amount of CAP to the Company’s NEOs as a group (excluding Mr. Weil) is not aligned with the Company’s net income over the three years presented in the table. The Company has not used net income as a performance measure in the overall executive compensation program.

Compensation Actually Paid and Adjusted EBITDA

The Company utilizes Adjusted EBITDA when setting goals for the Company’s annual performance bonuses and for the performance-based RSUs that are awarded to the NEOs. Approximately 51% of the value of total compensation awarded for target level performance to the NEOs is in the form of performance-based bonuses and restricted stock units tied to Adjusted EBITDA.

Director Compensation

The Company’s non-employee director compensation program was as follows in 2021:2023:

With respect to the annual awards of RSUs for 2021,2023, the number of RSUs granted was determined by dividing the award value (as shown in the table) by the closing price of the Company’s stock on the grant date (the first business day of the year) (which was $12.85). The RSUs vest in four equal installments, one-quarter on the date of grant and the remaining three quarters on the first day of each calendar quarter (i.e., April 1, July 1 and October 1). Historically, RSUs granted under the program for non-employee directors are not settled until a director leaves the Board. Pursuant to modifications to the program, as discussed below, commencing with awards granted in 2022, directorsDirectors may elect whether or not they wish to defer settlement of vested RSUs.

The compensation paid to individuals who served as non-employee directors is shown below for 2021:2023:

ChangesDuring 2023, the Company revised the methodology to Director Compensation (effective January 1, 2022)

At a meeting in August 2021,be used for determining the Compensation Committee reviewed a proposalnumber of RSUs subject to increase director compensation. The Compensation Committee’s independent compensation consultant, FW Cook, informedannual formula awards such that, rather than dividing the Compensation Committee that the total compensation paidformula award value (e.g., $100,000) by the Company per director was at the 15th percentileclosing price of our peer groupCommon Stock on the date of the award, the award value would instead be divided by a market value determined based on the higher of (x) the twenty trading day average closing price of the immediately preceding year’s high closing price of our Common Stock and approximately $75,000 below(y) the median. The Board had deferred taking actiontwenty trading day average closing price of our Common Stock before the date of grant, but in any event at a price no lower than 80% of the price at which the formula RSUs were granted for the immediately preceding year. Based on its own compensation duringthis revised methodology, the past three yearsmarket value used to determine the number of RSUs granted to our non-employee directors for 2024 formula awards was $15.73, in light of economic challenges such as the U.K government reduction in stakes on fixed odds betting terminals and the effects of COVID-19. The Board also considered the 2020-2021 NASD Board Compensation Report reflecting a $25,000 Board pay gapcomparison to the median. In approving changes toclosing price on the Board’s compensation (new rates are shown below),date of grant which was $9.17, resulting in the Board took into account, among other things,awards for 2024 having an aggregate grant date fair value that was approximately 40% less than the analysis provided by FW Cook, the performancegrant date fair value of the Company and its stock price, and the significant increase in the size and complexity of the Company’s operations since 2019, when the Company completed the Novomatic transaction. In addition, as part of the changes in the director compensation program, the Board also approved allowing directors to elect whether or not to defer settlement of their RSU awards (previously, deferral was mandatory). The cash retainer and RSU Awards for the Lead Independent Director and Committee Chairs were increased by the Board on a motion by the Executive Chairman.prior year’s awards.

Director compensation (Jan 1, 2022):

As of December 31, 2021,2023, the aggregate stock awards, consisting of RSUs, held by our non-employee directors were as follows:

Securities Authorized for Issuance under Equity Compensation Plans

As of December 31, 2021,2023, we had the following equity compensation plans, under which the indicated number of securities were issuable upon the exercise of outstanding awards, and the indicated number of securities remained available for future issuance:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known as of April 1, 2022,March 28, 2024, the Record Date, regarding the beneficial ownership of our common stock by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if the person possesses sole or shared voting or investment power over that security, including options, warrants or RSUs that are currently exercisable or convertible or exercisable or convertible within 60 days of the date as of which information is provided.

The beneficial ownership of our common stock is based on 26,884,78226,559,756 shares of common stock outstanding as of the Record Date.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them. In addition, unless otherwise indicated, the address for each person named below is c/o Inspired Entertainment, Inc., 250 West 57th Street, Suite 415, New York, NY 10107.