PLAYSTUDIOS INC CLASS A (MYPS)
Sector: Communication
2026 Annual Meeting Analysis
PLAYSTUDIOS INC CLASS A · Meeting: July 10, 2026
Directors FOR
0
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
As CEO and Chairman since 2021, Mr. Pascal has overseen catastrophic stock losses — the shares have fallen roughly 88% over three years while the sector ETF (XLC) gained about 92%, a gap of nearly 181 percentage points that far exceeds the 30-point trigger threshold; the 5-year record is equally poor (-94.7% vs. benchmark), so no 5-year mitigant applies.
Mr. Krikorian has served since June 2021, giving him tenure that fully overlaps the severe underperformance period; MYPS shares have lost about 88% over three years while XLC gained roughly 92%, a gap of ~181 percentage points well beyond the 30-point threshold, and the 5-year record provides no mitigant.
Mr. Horowitz has served since June 2021 and his tenure fully overlaps the period of extreme underperformance; with a 3-year stock return of -88.4% against the XLC sector ETF benchmark return of +92.3%, the gap of ~181 percentage points dramatically exceeds the 30-point threshold, and the 5-year return of -94.7% provides no mitigating long-term track record.
Ms. Mencher has served since June 2021 and her tenure fully covers the underperformance period; the stock has lost roughly 88% over three years while the XLC sector ETF gained about 92%, a gap of ~181 percentage points far exceeding the 30-point trigger, and the 5-year picture (-94.7%) offers no mitigant.
Mr. Zanella joined in December 2021, giving him tenure that covers nearly the entire severe underperformance period; the 3-year stock return of -88.4% versus the XLC benchmark return of +92.3% produces a gap of ~181 percentage points well beyond the 30-point threshold, and the 5-year return of -94.7% provides no mitigating long-term record.
For Analysis
All five directors are subject to an AGAINST vote under the TSR underperformance trigger. The company's stock has declined approximately 88% over three years while the Communication Services sector ETF (XLC) gained about 92%, producing a gap of roughly 181 percentage points that vastly exceeds the 30-point threshold applicable when absolute TSR is negative. The 5-year return of -94.7% confirms this is sustained multi-year destruction of shareholder value rather than a transient trough, so no 5-year mitigant applies. All directors have tenure that meaningfully overlaps the full underperformance period.
Say on Pay
✗ AGAINSTCEO
Andrew Pascal
Total Comp
$3,795,552
Prior Support
N/A
CEO Andrew Pascal received total compensation of approximately $3.8 million in 2025 — including a $750,000 base salary, a $500,000 cash bonus, and stock awards valued at about $2.5 million — at a company with a market cap of only $68 million, which is significantly above what would be expected for a CEO at a micro-cap Communications Services company. While performance stock awards were forfeited after failing to meet goals (a positive sign), the majority of the long-term equity program consists of time-vesting restricted stock units that deliver value regardless of company performance, and the company's 3-year stock return of -88.4% dramatically underperforms the XLC sector ETF by approximately 181 percentage points, demonstrating that above-benchmark incentive pay is not aligned with shareholder outcomes. The pay-for-performance disconnect is severe enough to warrant a NO vote under the policy.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$827,000
Non-Audit Fees
$551,000
The proxy discloses that Deloitte received $827,000 in audit fees and $551,000 in non-audit fees (tax services of $536,000 plus other fees of $15,000) for 2025, making non-audit fees approximately 67% of audit fees — well above the 50% threshold that raises concerns about the auditor's independence from management; auditor tenure is not disclosed so that trigger does not fire, but the fee ratio alone is sufficient to warrant a vote against ratification.
Overall Assessment
The 2026 PLAYSTUDIOS annual meeting presents a ballot where all five director nominees warrant AGAINST votes due to catastrophic stock underperformance (-88.4% over three years versus the XLC sector ETF at +92.3%), executive compensation warrants an AGAINST vote given the severe pay-for-performance misalignment at a $68 million market cap company, and auditor ratification warrants an AGAINST vote because non-audit fees represent approximately 67% of audit fees, exceeding the independence threshold; the only proposal that warrants a FOR vote is the reverse stock split authorization, which is a necessary measure to address the company's Nasdaq minimum bid price deficiency.