INSPIRED ENTERTAINMENT INC (INSE)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
INSPIRED ENTERTAINMENT INC · Meeting: May 27, 2026
Directors FOR
1
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Weil has served as Executive Chairman since December 2016, giving him full tenure overlap with the 3-year underperformance period; INSE's stock fell 44.1% over three years while the company's own compensation peer group median fell only 7.7%, a gap of 36.4 percentage points that exceeds the 20-point trigger for companies with negative absolute returns — however, applying the 5-year mitigant, INSE's 5-year return of -17.4% trails the peer median of -1.5% by only 15.9 percentage points, which does not exceed the 20-point threshold, so the 3-year underperformance appears to be a more recent deterioration against an otherwise marginal longer-term track record; because the 5-year gap does not breach the threshold, policy directs a downgrade from AGAINST to FOR — but separately, as Executive Chairman and a related-party insider (son and brother employed by the company, with significant self-dealing concerns), the governance profile warrants continued scrutiny, and on balance the 5-year mitigant technically applies so the vote is FOR.
Mr. Chambrello has served since January 2019, giving him meaningful tenure overlap with the 3-year underperformance period; the 3-year trigger fires (gap of 36.4pp vs 20pp threshold), but the 5-year gap of 15.9pp does not breach the 20pp threshold, so policy directs a downgrade to FOR; no overboarding, attendance, or independence concerns were identified.
Mr. Raphaelson has been a director since December 2016 and has full overlap with the underperformance period; the 3-year trigger fires but the 5-year mitigant applies (15.9pp gap below the 20pp threshold), so policy directs a vote FOR; no other disqualifying flags identified.
Ms. Rogers has served since August 2018 with full overlap over the relevant period; the 3-year trigger fires but the 5-year gap of 15.9pp does not breach the 20pp threshold, so the vote is downgraded to FOR per policy; no other disqualifying factors identified.
Mr. Saferin has served since August 2018 with full tenure overlap; the 3-year TSR trigger fires but the 5-year mitigant applies (15.9pp gap below the 20pp threshold), directing a FOR vote; however, as Compensation Committee chair, his stepson's employment by a subsidiary through mid-2025 is a related-party flag worth noting, though it does not independently trigger a policy-based AGAINST vote.
Mr. Vandemore has served since December 2016 with full overlap over the underperformance period; the 3-year trigger fires but the 5-year mitigant applies (15.9pp gap below the 20pp threshold), directing a FOR vote; he brings strong financial expertise as a sitting CFO of a large public company (Skechers) and chairs the Audit Committee appropriately.
For Analysis
Ms. Tautscher joined the board in February 2021, which is approximately five years ago and well beyond the 24-month new-director exemption; the 3-year TSR trigger fires (gap of 36.4pp), but the 5-year mitigant applies (15.9pp gap below 20pp threshold), directing a FOR vote; no overboarding, attendance, or independence concerns identified — she serves on multiple subsidiary boards as part of her executive role at OMV but those do not appear to be additional public company board seats beyond the permitted threshold.
All seven directors initially trigger the 3-year TSR underperformance test — INSE's stock fell 44.1% over three years while the company's own compensation peer group declined only 7.7%, a gap of 36.4 percentage points that exceeds the 20-point policy threshold for companies with negative absolute returns. However, after applying the 5-year mitigant required by policy version 1.2, the 5-year gap of 15.9 percentage points (INSE -17.4% vs peer median -1.5%) does not breach the 20-point threshold, so all seven votes are downgraded from AGAINST to FOR. The final vote is FOR all seven nominees, though shareholders should be aware of the significant recent stock underperformance and certain related-party concerns involving the Executive Chairman's family members employed by the company.
Say on Pay
✗ AGAINSTCEO
Brooks H. Pierce
Total Comp
$2,759,378
Prior Support
N/A
The CEO's total pay of approximately $2.76 million is not outrageous in absolute terms for a $190 million company, so the pay level check does not independently trigger a No vote. However, the pay-for-performance alignment check fails: INSE's stock fell 44.1% over three years while the company's own peer group declined only 7.7% — a gap of 36.4 percentage points exceeding the 20-point threshold — yet executives received approximately 99% of their target bonuses and equity awards were granted using a formula stock price of $12.58 when the actual stock price on the grant date was only $10.35, meaning executives received more shares than shareholders' own returns would justify. The use of the same Adjusted EBITDA metric for both the short-term cash bonus and the long-term equity plan further weakens the incentive structure, as it provides no independent long-term performance signal tied to shareholder value creation.
Auditor Ratification
✓ FORAuditor
CBIZ CPAs P.C.
Tenure
1 yrs
Audit Fees
$3,122,586
Non-Audit Fees
$0
CBIZ CPAs P.C. has served as the company's auditor for one year (since April 2025, after acquiring the attest business of Marcum LLP which had served since 2016); non-audit fees are zero, so the non-audit fee ratio is 0% — well below the 50% threshold; auditor tenure is only one year, far below the 25-year concern threshold; CBIZ is a large national firm appropriate for a company of this size and complexity; no material restatement attributable to audit failure was identified, and the SEC investigation disclosed in prior filings was concluded without action.
Overall Assessment
The 2026 Inspired Entertainment annual meeting presents four proposals: director elections (all seven nominees receive FOR votes after the 5-year TSR mitigant resolves the initial 3-year underperformance trigger), auditor ratification (FOR — CBIZ is new with zero non-audit fees), Say on Pay (AGAINST — executives received near-target bonuses and inflation-adjusted equity grants while the stock fell 44% over three years and underperformed the peer group by 36 percentage points), and a Say on Frequency vote where annual oversight is preferred over the board-recommended triennial cycle given ongoing compensation concerns.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing