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
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12
SCIPLAY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒No fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
☐Fee paid previously with preliminary materials.
☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:



image_01a.jpg


April 26, 2021
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of SciPlay Corporation to be held at 11:00 a.m. PDT, with access beginning at 10:30 a.m., on Wednesday, June 9, 2021. This year’s annual meeting will be a virtual meeting of stockholders. We have designed the format of the virtual annual meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation. In order to attend the meeting, you must pre-register at http://viewproxy.com/SciPlayCorporation/2021 by June 8, 2021 at 11:59 p.m. EDT. You will be able to attend the annual meeting and vote during the annual meeting via a live webcast by visiting http://viewproxy.com/SciPlayCorporation/2021/vm.
At the meeting, we will be electing five members of our Board of Directors. We will also be asking our stockholders to approve an amendment and restatement to our Long-Term Incentive Plan to increase the number of shares of stock authorized for issuance thereunder. Finally, we will be asking our stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. These matters are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to attend the annual meeting, we encourage you to vote and submit your proxy in advance of the meeting using one of the advance voting methods described in the accompanying materials.
We look forward to hosting you at the annual meeting.

Sincerely,

image_11a.jpg
Joshua J. Wilson
Chief Executive Officer
The accompanying Proxy Statement is dated April 26, 2021, and is first being mailed to our stockholders about or before April 28, 2021.



SCIPLAY CORPORATION
6601 Bermuda Road
Las Vegas, NV 89119

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
Notice is hereby given that the annual meeting of stockholders of SciPlay Corporation (the “Company”) will be held at 11:00 a.m. PDT on Wednesday, June 9, 2021, solely online via the Internet via a live webcast, for the following purposes:
1.To elect five members of the Company’s Board of Directors to serve for the ensuing year and until their respective successors are duly elected and qualified.
2.To approve an amendment and restatement to our Long-Term Incentive Plan to increase the number of shares authorized for issuance thereunder.
3.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
4.To consider and act upon any other matter that may properly come before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 12, 2021 (“the record date”) are entitled to receive notice of and to vote at the meeting and any adjournment thereof.
Access to the Virtual Meeting. The virtual meeting will begin promptly at 11:00 a.m. (PDT). Online access to the virtual meeting will open 30 minutes prior to the start of the annual meeting to allow time for attendees to log in and test their device’s audio system.
Log-in Instructions.  In order to attend the meeting, you must pre-register at http://viewproxy.com/SciPlayCorporation/2021 by June 8, 2021 at 11:59 p.m.EDT.
Submitting Questions. Questions may be submitted during registration.
Voting Prior to or at the Annual Meeting. An online portal is available to stockholders at www.proxyvote.com where stockholders of record as of the record date can view and download our proxy materials and 2020 Annual Report and vote their shares in advance of the annual meeting. Stockholders of record as of the record date may vote their shares during the annual meeting (up until the closing of the polls) by following the instructions provided during the meeting.
Technical Assistance. Technical assistance is available by e-mailing virtualmeeting@viewproxy.com or dialing the toll-free number 1-866-612-8937.


Whether or not you plan to attend the annual meeting, the Company urges stockholders of record as of the record date to vote and submit their proxy in advance of the meeting using one of the advance voting methods (see page 1 of the accompanying Proxy Statement for additional details).

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on June 9, 2021:
The Proxy Statement and 2020 Annual Report will be available
about or before April 28, 2021 through the Investors link on our website at
www.sciplay.com or through www.proxyvote.com.
Dated: April 26, 2021By Order of the Board of Directors
image_21a.jpg
Michael F. Winterscheidt
Chief Accounting Officer and Secretary




TABLE OF CONTENTS
General Information
Proposal 1: Election of Directors
Nominees for Election
Corporate Governance
Director Compensation
Delinquent Section 16(a) Reports
Security Ownership
Executive Compensation
Summary Compensation Table
Narrative Disclosure to Summary Compensation Table
Outstanding Equity Awards at Fiscal Year-End
Retirement Plans
Potential Payments Upon Termination or Change In Control
Certain Relationships and Related Person Transactions
Report of the Audit Committee
Proposal 2: Approval of an Amendment and Restatement of the SciPlay Corporation Long-Term Incentive Plan
Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Appendix A:    Reconciliation of STIP Revenue to Revenue and Adjusted EBITDA and STIP AEBITDA to Net Income    
Appendix B:    SciPlay Corporation Long-Term Incentive Plan    


Washington, D.C. 20549

​
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐   Preliminary Proxy Statement
☐   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒   Definitive Proxy Statement
☐   Definitive Additional Materials
☐   Soliciting Material under §240.14a-12
SCIPLAY CORPORATION
​
(Name of Registrant as Specified In Its Charter)​
​
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​
Payment of Filing Fee (Check the appropriate box):
☒   No fee required.
☐   Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
​
TABLE OF CONTENTS

[MISSING IMAGE: lg_sciplaytm-4clr.jpg]
April 28, 2023​
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of SciPlay Corporation to be held at 4:00 p.m. PDT, with access beginning at 3:45 p.m., PDT on Wednesday, June 7, 2023. This year’s annual meeting will be a virtual meeting of stockholders. We have designed the format of the virtual annual meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation. You will be able to attend the annual meeting and vote during the annual meeting via a live webcast by visiting https://www.virtualshareholdermeeting.com/SCPL2023. You will need your 16-digit control number included on your proxy card in order to submit questions and vote during the Annual Meeting.
At the meeting, we will be electing nine members of our Board of Directors. Additionally, we will be asking our stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. These matters are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to attend the annual meeting, we encourage you to vote and submit your proxy in advance of the meeting using one of the advance voting methods described in the accompanying materials.
We look forward to hosting you at the annual meeting.
Sincerely,
[MISSING IMAGE: sg_joshuajwilson-bw.jpg]
Joshua J. Wilson
Chief Executive Officer
The accompanying Proxy Statement is dated April 28, 2023, and is first being made available to our stockholders on or about April 28, 2023.

TABLE OF CONTENTS

SCIPLAY CORPORATION
6601 Bermuda Road

Las Vegas, NV 89119
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
Notice is hereby given that the annual meeting of stockholders of SciPlay Corporation (the “Company”) will be held at 4:00 p.m. PDT on Wednesday, June 7, 2023, solely online via the Internet via a live webcast, for the following purposes:
1.
To elect nine members of the Company’s Board of Directors to serve for the ensuing year and until their respective successors are duly elected and qualified.
​
2.
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
​
3.
To consider and act upon any other matter that may properly come before the meeting or any adjournment thereof.
​
Only stockholders of record at the close of business on April 10, 2023 (“the record date”) are entitled to receive notice of and to vote at the meeting and any adjournment thereof.
Access to the Virtual Meeting.   The virtual meeting will begin promptly at 4:00 p.m. (PDT). Online access to the virtual meeting will open 15 minutes prior to the start of the annual meeting to allow time for attendees to log in and test their device’s audio system.
Log-in Instructions.   You will be able to attend the annual meeting and vote during the annual meeting via a live webcast by visiting http:/www.virtualshareholdermeeting.com/SCPL2023. You will need your 16-digit control number included on your proxy card in order to submit questions and vote during the Annual Meeting
Submitting Questions in Advance.   You may also submit questions in advance of the meeting until 8:59 p.m. PDT on June 6, 2023 by going to www.proxyvote.com and logging in with your control number.
Voting Prior to or at the Annual Meeting.   An online portal is available to stockholders at www.proxyvote.com where stockholders of record as of the record date can view and download our proxy materials and 2022 Annual Report and vote their shares in advance of the annual meeting. Stockholders of record as of the record date may vote their shares during the annual meeting (up until the closing of the polls) by following the instructions provided during the meeting.
Technical Assistance.   Technical assistance is available by e-mailing virtualmeeting@viewproxy.com or dialing the number that will be provided on the log-in page of the meeting.
Whether or not you plan to attend the annual meeting, the Company urges stockholders of record as of the record date to vote and submit their proxy in advance of the meeting using one of the advance voting methods (see page 1 of the accompanying Proxy Statement for additional details).
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on June 7, 2023:
The Proxy Statement and 2022 Annual Report will be available
on or about April 28, 2023 through the Investors link on our website at
www.sciplay.com or through www.proxyvote.com.
​Dated: April 28, 2023​​By Order of the Board of Directors​
​​​​
[MISSING IMAGE: sg_danieloquinn-bw.jpg]
Daniel O’Quinn
Interim Chief Financial Officer and Secretary
​

TABLE OF CONTENTS​

TABLE OF CONTENTS
​
GENERAL INFORMATION
​​​​1​​
​
PROPOSAL 1 ELECTION OF DIRECTORS
​​​​4​​
​
Nominees for Election
​​​​4​​
​
Corporate Governance
​​​​9​​
​
Director Compensation
​​​​14​​
​
DELINQUENT SECTION 16(a) REPORTS
​​​​18​​
​
SECURITY OWNERSHIP
​​​​18​​
​
EXECUTIVE COMPENSATION
​​​​21​​
​
Introduction
​​​​21​​
​
Summary Compensation Table
​​​​21​​
​
Narrative Disclosure to Summary Compensation Table
​​​​22​​
​
Outstanding Equity Awards at Fiscal Year-End
​​​​26​​
​
Retirement Plans
​​​​28​​
​
Potential Payments Upon Termination or Change in Control
​​​​28​​
​
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
​​​​30​​
​
REPORT OF THE AUDIT COMMITTEE
​​​​32​​
​
PROPOSAL 2 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
​​​​33​​
​
OTHER MATTERS
​​​​34​​
​
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
​​​​35​​
​
Appendix A
Reconciliation of STIP Revenue to Revenue and Adjusted EBITDA and STIP AEBITDA to Net Income
​
​​​​A-1​​

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SCIPLAY CORPORATION
6601 Bermuda Road
Las Vegas, NV 89119
PROXY STATEMENT

GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of SciPlay Corporation (“SciPlay,” the “Company,” “we” or “us”) of proxies to be voted at the annual meeting of stockholders to be held at 11:4:00 a.m.p.m. PDT on Wednesday, June 9, 2021,7, 2023, solely online via the Internet via a live webcast, and any adjournment or postponement of the meeting for the purposes set forth in the Notice of Annual Meeting of Stockholders.
Explanatory Note
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this Proxy Statement the scaled disclosure permitted under the JOBS Act, including the compensation disclosures required of a “smaller reporting company”,company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. Similarly, we are also exempt from the chief executive officer pay ratio and pay versus performance disclosure rules, as required under The Dodd-Frank Wall Street Reform and Consumer Protection Act. Our status as an emerging growth company will end as soon as any of the following takes place: (1) the last day of the fiscal year in which we have more than $1.07$1.235 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (3) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or (4) the last day of the fiscal year ending after the fifth anniversary of the completion of our initial public offering (the “IPO”).
Notice and Access to Proxy Materials
We expect our proxy materials, including this Proxy Statement and our 20202022 Annual Report, to be made available to stockholders about or before April 28, 20212023 through the Investors link on our website at www.sciplay.com or through www.proxyvote.com. In accordance with the rules of the Securities and Exchange Commission (“SEC”), most stockholders will not receive printed copies of these proxy materials unless they request them. Instead, most stockholders will receive by mail a “Notice of Internet Availability of Proxy Materials” that contains instructions as to how they can view our materials online, how they can request copies be sent to them by mail or electronically by email and how they can vote online (the “Notice”).
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Stockholders Entitled to Vote
All stockholders of record at the close of business on April 12, 202110, 2023 are entitled to vote at the meeting. At the close of business on April 12, 2021, 24,383,47410, 2023, 21,936,334 shares of Class A common stock and 103,547,021 shares of Class B common stock were outstanding, respectively. Each share of Class A common stock is entitled to one vote on all matters that properly come before the meeting and each share of Class B common stock is entitled to 10 votes on all matters that properly come before the meeting. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters described in this proxy statement.
Voting Procedures
You may vote your shares by proxy without attending the meeting. You may vote your shares by proxy over the Internet by following the instructions provided in the Notice, or, if you receive printed proxy materials, you can also vote by mail or telephone pursuant to instructions provided on the proxy card. If you are voting over the Internet or by telephone, you will need to provide the control number that is printed on the Notice or proxy card that you receive.

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If you are the record holder of your shares, you may also vote your shares in during the annual meeting (up until the closing of the polls) by following the instructions provided during the annual meeting. If you are not the record holder of your shares (i.e., they are held in “street” name by a broker, bank or other nominee), you must first obtain a proxy issued in your name from the record holder giving you the right to vote the shares at the meeting.
Meeting Format
The 20212023 annual meeting of stockholders will be a virtual meeting format due to public meeting restrictions and continued health concerns related to the COVID-19 pandemic.format. Stockholders will only be able to access the annual meeting virtually. The Company has designed the format of the virtual annual meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation. More information about the online annual meeting is provided in this proxy statement.Proxy Statement.
Voting Matters
Stockholders are being asked to vote on the following matters at the annual meeting:
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Proposal​​
Board’s
Recommendation
​
Proposal 1:
Election of Directors (page 5)4)
​
​​
FOR each
Nominee
​
The Board and the Nominating and Corporate Governance Committee believe that the fivenine director nominees possess a combination of qualifications, experience and judgment necessary for a well-functioning Board and the effective oversight of the Company.​​​​
Proposal 2: Approval of an Amendment and Restatement of the Company’s Long-Term Incentive Plan (the “LTIP”) (page 33)
FOR
The Board and the Compensation Committee have approved an amendment and restatement of the LTIP to increase the number of shares authorized for issuance thereunder by 3,000,000 shares. The Company is asking stockholders to approve the amendment and restatement of the LTIP so that the Company will be able to continue to, among other things, attract, retain, motivate and reward executives, employees, directors and other persons who provide services to the Company and encourage long-term service by such individuals.
Proposal 3:
Ratification of the Appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s Independent Registered Public Accounting Firm (page 43)33)
​
​​FOR​
The Audit Committee has appointed Deloitte to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2021.2023. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s appointment of Deloitte.​​​​
All valid proxies received prior to the meeting will be voted in accordance with the instructions specified by the stockholder. If a proxy card is returned without instructions, the persons named as proxy holders on your proxy card will vote in accordance with the above recommendations of the Board.
With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.
Changing Your Vote
A stockholder may revoke a proxy at any time prior to its being voted by delivering written notice to the Secretary of the Company, by delivering a properly executed later-dated proxy (including over the Internet or by telephone) or by voting at the meeting.
Quorum
The presence, including by proxy (regardless of whether the proxy has authority to vote on all matters), of the holders of shares representing a majority of the voting power of the Company’s outstanding shares of capital stock at the meeting constitutes a quorum for the transaction of business.

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Vote Required
Assuming a quorum is present, directors will be elected (Proposal 1) by a plurality of the votes cast in person or by proxy at the meeting.
Each of the other proposals requires the affirmative vote of a majority of the votes cast at the meeting.
Effect of Withheld Votes or Abstentions
If you “WITHHOLD” your vote in the election of directors or “ABSTAIN” (rather​(rather than vote “FOR” or “AGAINST”) with respect to any other proposal, your shares will count as present for purposes of determining whether a quorum is present, but will have no effect on the outcome of the election or such proposal, as applicable.
Effect of Broker Non-Votes
A broker “non-vote” occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power on that item and has not received specific instructions from the beneficial owner. If any broker “non-votes” occur at the meeting, the broker “non-votes” will count for purposes of determining whether a quorum is present but will not have an effect on the outcome of any proposals. A broker or other nominee holding shares for a beneficial owner may not vote these shares with respect to the election of directors (Proposal 1) or approval of an amendment and restatement to the Long-Term Incentive Plan to increase the number of shares of stock authorized for issuance thereunder (Proposal 2) without specific instructions from the beneficial owner as to how to vote with respect to such proposals. Brokers and other nominees will have discretionary voting power to vote without instructions from the beneficial owner on the ratification of the appointment of our independent registered public accounting firm (Proposal 3)2) and, accordingly, your shares may be voted by your broker or nominee on Proposal 32 without your instructions.
Our Relationship with Scientific Games CorporationLight & Wonder, Inc.
On May 7, 2019, we completed the IPO of our Class A common stock, which is traded on The NASDAQ Stock Market under the symbol “SCPL.” We also have issued and outstanding shares of Class B common stock. On all matters submitted to a vote of our stockholders, our Class B common stock entitles its owners to 10 votes per share (for so long as the number of shares of our common stock beneficially owned by certain Scientific Games CorporationLight & Wonder, Inc. (“Scientific Games”Light & Wonder”) affiliates represents at least 10% of our outstanding shares of common stock and, thereafter, one vote per share), and our Class A common stock entitles its owners to one vote per share. As of December 31, 2020, Scientific Games2022, Light & Wonder owned all of the outstanding Class B common stock, which represents approximately 81.9%82.4% of our total outstanding shares of common stock and approximately 97.8%97.9% of the combined voting power of both classes of our outstanding common stock. As long as Scientific GamesLight & Wonder continues to control shares representing a majority of our combined voting power, it will generally be able to determine the outcome of all corporate actions requiring stockholder approval.

Our Executive Officers
Certain information regarding each of our executive officers is set forth below.
Name​​Age​​Position​
Joshua J. Wilson​​47​​Chief Executive Officer​
Daniel O’Quinn​​42​​Interim Chief Financial Officer​
4
Ms. Korsanos, our Chair of the Board, is not an executive officer of the Company.

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PROPOSAL 1


ELECTION OF DIRECTORS
The Board is elected by our stockholders to oversee the management of the business and affairs of the Company. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved for or shared with stockholders. The Board appoints our executives, who are charged with conducting the business and affairs of the Company, subject to oversight by the Board.

Nominees for Election
The Board has nominated for election as a director to the Board the fivenine persons named below to serve for a one-year term until the next annual meeting of stockholders of the Company and until their successors have been duly elected and qualified or until their earlier death, resignation or removal. Each of the director nominees served as a director during 20202022 and is presently serving as a director.
The Board recommends that you vote in favor of the election of each of the nominees named below as directors of the Company for the ensuing year, and the persons named as proxies on the enclosed proxy card will vote the proxies received by them for the election of each of the nominees unless otherwise specified on those proxy cards. All of the nominees have indicated a willingness to serve as directors. However, if any nominee becomes unavailable to serve before the election, proxies may be voted for a substitute nominee selected by the Board, or the Board may decide to reduce the number of directors.
The name, age (as of April 2, 2021)10, 2023), business experience and certain other information regarding each of the nominees for director are set forth below.
NameNameAgePosition with the CompanyDirector Since​Age​Position with the Company​Director Since​
Barry L. Cottle59Director (Executive Chairman)2019
Antonia Korsanos​53​Director (Chair)​2022​
Joshua J. WilsonJoshua J. Wilson45Director; Chief Executive Officer2019​47​Director; Chief Executive Officer​2019​
Gerald D. CohenGerald D. Cohen71Director2019​73​Director​2019​
Nick Earl​57​Director​2022​
April Henry​53​Director​2022​
Constance P. James​41​Director​2022​
Michael MarchettiMichael Marchetti52Director2019​54​Director​2019​
Charles “CJ” Prober​51​Director​2022​
William C. Thompson, Jr.William C. Thompson, Jr.67Director2019​69​Director​2019​

Barry L. Cottle Antonia Korsanoshas served as Executive ChairmanChair of the Board since April 2019. Mr. CottleAugust 2022. She has also served as President and Chief Executive Officer of Scientific Games since June 2018 (see “Our Relationship with Scientific Games Corporation” for information on our relationship with Scientific Games). Mr. Cottle joined Scientific Games as Chief Executive, SG Interactive, in August 2015 to lead the strategy and growth plansVice Chair of the Interactive group. Before joining Scientific Games, Mr. CottleBoard of Directors of Light & Wonder since September 2020 and has served as Vice Chairmana consultant to Light & Wonder with the title of Deluxe Entertainment Services Group Inc. from February 2015 until August 2015 while concurrently serving as Senior Vice President of Technology at MacAndrews & Forbes Incorporated from February 2015 until August 2017, where he helped drive digital innovation. PriorAdvisor to that, he was the Chief Revenue Officer and Executive Vice President-Games for Zynga Inc. from January 2012 until October 2014, where he led corporate and business development, strategic partnerships,
5

distribution, marketing and advertising and ultimately the Social Casino group.CEO since July 2019. Previously, Mr. CottleMs. Korsanos served as the Executive Vice President-Interactive for Electronic Arts Inc.Chief Financial Officer of Aristocrat Leisure Limited (“Aristocrat”) from August 20072009 to January 2012. Earlier2018 and Company Secretary from 2011 to 2018. Prior to joining Aristocrat, Ms. Korsanos held senior leadership roles in his career, Mr. Cottlethe consumer goods industry, including at Goodman Fielder and Kellogg’s. Ms. Korsanos has served as the Founder/Chief Executive Officera director of Quickoffice, Inc.; Chief Operating OfficerTreasury Wine Estates Limited since April 2020. Ms. Korsanos previously served as a director of Palm, Inc.;Ardent Leisure Group Limited from September 2018 to June 2020, Crown Resorts Limited from May 2018 to October 2021 and Senior Vice President of Disney TeleVentures, a division of The Walt Disney Company dedicatedWebjet Limited from June 2018 to creating interactive online/TV experiences.March 2021.
Joshua J. Wilsonhas served as Chief Executive Officer since April 2019. Mr. Wilson has also served as Chief Operating Officer and Senior Vice President for our business since April 2016 to drive marketing, technology, production and product management for our business, after previously serving as the Vice President of Product and Operations, Vice President of Product and Executive Director Social Gaming Products. From June 2012 to December 2013, Mr. Wilson was Senior Director of Social Products and Director of Social Gaming for WMS Industries, Inc. (“WMS”), which was acquired by Scientific GamesLight & Wonder in 2013, overseeing web development, analytics and road mapping while creating a business intelligence system and launching our social casino games Jackpot Party Casino and Gold Fish Casino. Mr. Wilson served with Phantom EFX, LLC from March 2001 to June 2012, when Phantom was acquired by WMS, as the Director of Online Gaming and Engineering Supervisor.

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Gerald D. Cohenhas served as a member of our board of directors since April 2019. Mr. Cohen retired as a partner from Ernst & Young LLP, or E&Y, in 2012 after a 40-year career where he served on the partner advisory council from 2003 through 2006. During his career at E&Y, he held both client-serving and firm leadership positions, and he served as senior audit assurance partner on a variety of clients ranging from Fortune 500 companies to emerging companies and including MacAndrews & Forbes Incorporated.companies. He also was a leader in the development and automation of E&Y's&Y’s approach to audits. Mr. Cohen has a B.S. and M.B.A. from Lehigh University and became a CPA in 1973.
Nick Earl has served as a member of our board of directors since April 2022. Mr. Earl has also served as President and Chief Executive Officer and director of Glu Mobile, Inc., a leading publisher of mobile games, from 2016 to 2021, and prior to that served as President of Global Studios of Glu Mobile from 2015 to 2016. Before joining Glu Mobile, from 2014 to 2015, Mr. Earl served as President of Worldwide Studios at Kabam, Inc., a world leader in massively multiplayer free-to-play games for mobile devices. From 2001 to 2014, Mr. Earl served in several management positions at Electronic Arts Inc., a global leader in interactive entertainment, including most recently as Senior Vice President & General Manager of EA Mobile. From 1999 to 2001, Mr. Earl served as VP Product Development at Eidos Interactive. From 1993 to 1999, Mr. Earl served in several roles at The 3DO Company. Mr. Earl began his career at Reuters Australia.
April Henry has served as a member of our board of directors since May 2022. Ms. Henry is also the Founder and Managing Partner of Hawkeye Digital, LLC, a strategic consulting firm. In addition, since November 2022, Ms. Henry has been the General Partner of Defiance Capital, an early-stage venture capital fund. Ms. Henry also serves as an independent director on the board of ATN International, Inc., a provider of digital infrastructure and communications services in the United States and internationally. Prior to her current roles, Ms. Henry was the Executive Vice President of Corporate Development for Science Inc. and Science Strategic Acquisition Corp. Alpha (Nasdaq: SSAA) from 2020 to 2022, the Co-Founder and Chief Revenue Officer of equell, Inc., a developer of a mobile-based software application platform that helps people train to build a healthier relationship with technology, from 2018 to 2019, a Senior Vice President of Business Development at NBC Universal, LLC, a company that owns and operates news and entertainment television networks, from 2016 to 2018, and the Chief of Staff of Development and Vice President of Corporate Development of Yahoo, Inc. from 2011 to 2015. Prior to that, Ms. Henry spent a number of years in the early part of her career with Morgan Stanley, and held positions with Index Ventures and News Corporation. Ms. Henry also serves on the Advisory Board of Evalla Advisors LLC, a woman-led boutique investment bank, the Board of Advisors of Cinq Zero Cinq, an avant-garde luxury urban streetwear fashion line and the Board of Advisors of Saana, a healthcare technology company built for chronic illness patients, and is a special advisor to S4 Capital, PLC, a new era digital advertising and marketing services company. Ms. Henry received her undergraduate degree in Political Science from Columbia University.
Constance P. James has served as a member of our board of directors since May 2022. Ms. James has also served as Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary of Light & Wonder since October 2021. Previously, she served as Chief Financial Officer, Gaming at Light & Wonder from January 2020 to October 2021. Prior to joining Light & Wonder, Ms. James served as Corporate Vice President Finance — Global Business Operations and Supply Chain at Cargill Corporation, a privately held global food company with approximately 155,000 employees in more than 125 countries, from July 2019 to January 2020, and was previously Cargill’s Corporate Vice President, Finance, R&D and Innovation from March 2019 to July 2019. Before that, Ms. James was Chief Financial Officer — Global Land-Based Gaming at Aristocrat Leisure Limited, a gaming solutions provider based in Australia with over 6,500 employees in over 300 jurisdictions, from December 2015 to October 2018. Ms. James previously served numerous roles at Aristocrat, including as Chief Financial Officer — Americas and Business Operations from October 2013 to November 2015, as VP Finance — Product and Technology from September 2011 to September 2013 and as Head of Global Risk and Audit from May 2009 to October 2011. Ms. James began her career with Deloitte. Ms. James is a CPA and holds a BSBA in Accounting from University of Nevada, Las Vegas.
Michael Marchetti has served as a member of our board of directors since July 2019. He has served as Chief Financial Officer of Age of Learning, Inc., a leading education technology innovator, creating engaging and effective learning resources for children, since 2014. Prior to Age of Learning, Inc., Mr. Marchetti was Chief Executive Officer of Buffalo Studios, LLC, the creator of the Bingo Blitz social game, until its

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acquisition by Caesars Interactive Entertainment, Inc. in 2012. Mr. Marchetti started his mobile and interactive career as a founding executive and Chief Financial Officer of JAMDAT Mobile Inc. in 2000, one of the first publicly traded mobile gaming companies in the U.S., until its acquisition by Electronic Arts Inc. (“Electronic Arts”) in 2006. At Electronic Arts, Mr. Marchetti held various senior executive roles between 2006 and 2011, including as Senior Vice President and Chief Operating Officer of Electronic Arts'Arts’ Interactive division. Mr. Marchetti also served on the Boardboard of directors and as Chairman of the Audit Committee for TechStyle Fashion Group, a global fashion and lifestyle company, from September 2014 until September 2019. Mr. Marchetti began his career on Wall Street as a corporate lawyer at Cahill Gordon & Reindel LLP and later as an investment banker at Merrill Lynch & Co., Inc.
Charles “CJ” Prober has served as a member of our board of directors since May 2022. Mr. Prober serves as President and a director of the board of Life360, Inc., the leading mobile based family safety platform, since April 2022 and January 2022, respectively. Life360 acquired Tile, Inc., the pioneer in smart location for your things, in January 2022 where Mr. Prober served as Chief Executive Officer and a director of the Board since 2018. Mr. Prober has also served as a director on the board of Alloy Technologies Inc., a platform that helps consumer goods companies ensure products are available where and when consumers want them, since 2019. Before joining Tile, Mr. Prober served as the Chief Operating Officer of GoPro, Inc., a company that helps the world capture and share itself in immersive and exciting ways, from 2017 to 2018, and as its Senior Vice President, Software and Services from 2014 to 2016. From 2008 to 2014, Mr. Prober held executive leadership roles at Electronic Arts Inc., a leading digital entertainment company, including, most recently, Senior Vice President, Digital Publishing. Mr. Prober joined Electronic Arts from BioWare/Pandemic following its acquisition by Electronic Arts in 2007. Mr. Prober began his career as a consultant with McKinsey & Company and later as a corporate attorney with Wilson Sonsini Goodrich & Rosati, P.C. Mr. Prober holds a Bachelor of Commerce from the University of Manitoba and a Bachelor of Laws from McGill University.
William C. Thompson, Jr.has served as a member of our board of directors since April 2019. Since 2019, Mr. Thompson has served as Executive Committee Member and Owner of American Triple I Partners, LLC, which manages private equity investments in infrastructure. In addition, Mr. Thompson has served since 2015 as Partner,
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Chief Administrative Officer and Senior Managing Director of Siebert Williams Shank & Co., LLC, an investment banking and financial services company, where he also served as Chief Administrative Officer and Senior Managing Director from 2010 through 2015. Since 2018, Mr. Thompson has served as a management trustee on the Board of Trustees of the AFL-CIO Housing Investment Trust, an investment company registered under the Investment Company Act of 1940. Mr. Thompson has also served as a director of Lottery.com, Inc. from March 2022 to September 2022. Mr. Thompson was also elected for two consecutive terms as New York City Comptroller from 2002 through 2009. Mr. Thompson graduated with a B.A. from Tufts University.
Qualifications of Directors
Our directors are responsible for overseeing the management of the Company’s business and affairs, which requires highly skilled and experienced individuals. The Nominating and Corporate Governance Committee is responsible for evaluating and making recommendations to the Board concerning the appropriate size and needs of the Board with the objective of maintaining the necessary experience, skills and independence on the Board. Other than the minimum age requirement specified in the Nevada Revised Statutes, the Nominating and Corporate Governance Committee and the Board do not have specific qualifications that must be met by a candidate for director. However, the Nominating and Corporate Governance Committee and the Board believe that there are general qualifications that are applicable to all directors and other skills and experience that should be represented on the Board as a whole, but not necessarily by each director. The Nominating and Corporate Governance Committee and the Board consider the experience and qualifications of prospective directors individually and in the context of the Board’s overall composition, and make no distinction in the evaluation of nominees recommended by our directors or executive officers, third parties or our stockholders in accordance with the provisions contained in our Second Amended and Restated Bylaws.
In its assessment of prospective directors, the Nominating and Corporate Governance Committee and the Board generally consider, among other factors, the individual’s character and integrity, experience,

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judgment, independence and ability to work collegially, as well as the ability of a potential nominee to devote the time and effort necessary to fulfill his or her responsibilities as a director. The Nominating and Corporate Governance Committee and the Board also assess particular qualifications, attributes, skills and experience that they believe are important to be represented on the Board as a whole, in light of the Company’s business. These include a high level of financial literacy, relevant chief executive officer or similar leadership experience, social gaming industry experience, experience with global operations, exposure to the development and marketing of technology products and legal and regulatory experience.
As a matter of practice, the Nominating and Corporate Governance Committee and the Board also consider the diversity of the backgrounds and experience of prospective directors as well as their personal characteristics (e.g., gender, ethnicity, age) in evaluating, and making decisions regarding, Board composition, in order to facilitate Board deliberations that reflect a broad range of perspectives. The Nominating and Corporate Governance Committee and the Board believe that the Board is comprised of a diverse group of individuals.
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​​
Board Diversity Matrix
(as of April 28, 2023)
​​
​​Total Number of Directors​​​9​​
​​   ​​​Female​​​Male​​​Non-Binary​​​
Not
Disclosed
​​
​​Part I: Gender Identity​​
​​Directors​​​3​​​6​​​—​​​—​​
​​Part II: Demographic Background​​
​​African American or Black​​​1​​​1​​​—​​​—​​
​​Alaskan Native or Native American​​​—​​​—​​​—​​​—​​
​​Asian​​​1​​​—​​​—​​​—​​
​​Hispanic or Latinx​​​—​​​—​​​—​​​—​​
​​Native Hawaiian or Pacific Islander​​​—​​​—​​​—​​​—​​
​​White​​​1​​​5​​​—​​​—​​
​​Two or More Races or Ethnicities​​​1​​​—​​​—​​​—​​
​​LGBTQ+​​​—​​
​​Demographic background not disclosed​​​1​​
The Nominating and Corporate Governance Committee and the Board believe that each nominee has valuable individual skills and experiences that, taken together, provide the variety and depth of knowledge, judgment and vision necessary for the effective oversight of the Company. As indicated in the foregoing biographies, the nominees have extensive experience in a variety of fields, including the Company’s industry (Messrs. Cottle,(Mses. Korsanos and James and Messrs. Wilson, Earl, Marchetti and Marchetti)Prober), technology (Messrs. Cottle, Wilson, Earl, Marchetti and Marchetti)Prober and Mses. Korsanos, Henry and James), management and/or operations (all directors), financial services (Messrs.(Mses. Korsanos, Henry and James and Messrs. Marchetti and Thompson), corporate governance (Messrs. Cohen and Thompson)Thompson and Ms. Henry) and public accounting (Mr. Cohen)Cohen and Ms. James), each of which the Board believes provides valuable knowledge about important elements of our business. Most of our nominees have leadership experience at major companies or organizations that operate inside and outside the United States and/or experience on other companies’ boards, which provides an understanding of ways other companies address various business matters, strategies, corporate governance and other issues. As indicated in the foregoing biographies, the nominees have each demonstrated significant leadership skills, including as a chief executive officer (Messrs. Cottle, Wilson, Earl, Marchetti and Prober), as chief financial officer of a gaming company (Mses. Korsanos and James and Mr. Marchetti), as a partner, chief administrative officer and senior managing director of an investment banking and financial services company (Mr. Thompson) and, as a partner and member of the partner advisory council of a major

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accounting firm (Mr. Cohen) and as a founder and managing partner at a mobile application company (Ms. Henry). Mr. Thompson has extensive public policy, government and regulatory experience, which can provide valuable insight into issues faced by companies in industries such as that of the Company.Company’s industry. Mses. Korsanos and James and Messrs. Cottle, Wilson, Earl, Marchetti and MarchettiProber have served as senior executives and directors of other gaming and entertainment companies, which service has given them deep knowledge of the Company and its businesses and directly relevant management experience. The Nominating and Corporate Governance Committee and the Board believe that these skills and experiences, together with their other qualities, qualify each nominee to serve as a director of the Company.

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THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE FIVENINE NOMINEES
Corporate Governance
Overview.   The Company is committed to good corporate governance, which we believe promotes the long-term interests of our stockholders and strengthens Board and management accountability. Highlights of our corporate governance structure and policies include:
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Corporate Governance Highlights
​
Corporate Governance Highlights
•
Annual election of all directors
​
​​
•
Executive compensation based on pay-for-performance philosophy
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​
​
•Three
Six independent director nominees under all applicable rules and regulations of NASDAQ
​
​​
•
Absence of an “anti-takeover” rights plan and other “anti-takeover” provisions
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​
​
•
Regular executive sessions of independent directors
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​​
•
Code of Business Conduct (and related training)
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​
​
•
Separate Executive ChairmanChair and Chief Executive Officer roles
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​​
•
Director and officer stock ownership guidelines
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​
​
•
Regular Board and committee self-evaluations
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​​
•
Consideration of diversity in decisions regarding Board composition
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​
​
•
Risk management oversight by the Board and committees
​
​​
•
Anti-hedging and anti-pledging policies
​
​
​
•
Cash and equity compensation clawback policy
​
​​​​
Director Independence.    As the Company is a “controlled company” within the meaning of theThe NASDAQ Stock Market rules, the Board is not required to, but may, from time to time, have a majority of directors who meet the criteria for independence required by NASDAQ. The Board has adopted Director Independence Guidelines as a basis for determining whether individual directors are independent under the standards of theThe NASDAQ Stock Market rules. This determination, which is made annually, helps assure the quality of the Board’s oversight of management and reduces the possibility of damaging conflicts of interest. Under these standards, a director will not qualify as independent if:
(1)1.
the director has been employed by the Company (or any subsidiary) at any time within the past three years, other than service as an interim executive officer for a period of less than one year;
​
(2)2.
the director has an immediate family member who has been employed as an executive officer of the Company (or any subsidiary) at any time within the past three years;
​
(3)3.
the director or an immediate family member of the director has accepted any compensation (including any political contribution to a director or family member) from the Company (or any subsidiary) in excess of $120,000 during any period of 12 consecutive months within the past three years other than (a) for Board or Board committee service, (b) in the case of the family member, as compensation for employment other than as an executive officer, (c) benefits under a tax-qualified retirement plan or non-discretionary compensation plan or (d) compensation for service as an interim executive officer for a period of less than one year;
​
(4)4.
the director or an immediate family member of the director is a partner, controlling shareholder or executive officer of an organization (including a charitable organization) that made payments to, or received payments from, the Company for property or services in the current year or in any of the past three years that exceed the greater of 5% of the recipient’s consolidated gross revenues or $200,000,
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other than (a) payments arising solely from investments in the Company’s securities or (b) payments under non-discretionary charitable contribution matching programs;
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5.
the director or an immediate family member of the director is employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the Company served on the compensation committee of such other entity; or
​
(6)6.
the director or an immediate family member of the director is a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.
​
In applying these standards, the Board determined that each of Messrs. Cohen, Earl, Marchetti, Prober and Thompson and Ms. Henry qualifies as an independent director, and none has a business or other relationship that would interfere with the director’s exercise of independent judgment. Messrs. CottleMses. Korsanos and James and Mr. Wilson do not qualify as independent directors.
The full text of the Board’s Director Independence Guidelines, including information on the additional independence requirements applicable to Board committee members, can be accessed through the Investors -— Corporate Governance link on our website at www.sciplay.com.
Corporate Governance Guidelines.   The Board has adopted Corporate Governance Guidelines that outline the structure, role and functioning of the Board and address various governance matters including director independence, the Board selection process, length of Board service, Board meetings and executive sessions of independent directors, Board and committee performance evaluations and management succession planning. The full text of these guidelines can be accessed through the Investors -— Corporate Governance link on our website at www.sciplay.com.
Board Leadership Structure.   As described above, all of the director nominees qualify as an independent directors,director, other than Mr. Cottle,Ms. Korsanos, our Executive Chairman, andChair, Mr. Wilson, our Chief Executive Officer.Officer, and Ms. James, Chief Financial Officer, Treasurer and Corporate Secretary at Light & Wonder. The Audit, and Nominating and Corporate Governance and Compensation Committees are comprised entirely of independent directors. The Compensation Committee is comprised entirely of independent directors and, during a portion of 2020, maintained a subcommittee comprised of two independent directors for purposes of approving equity awards for directors and executive officers. The Board has the flexibility to select the leadership structure that is most appropriate for the Company and its stockholders and has determined that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Executive ChairmanChair of the Board and Chief Executive Officer. This approach allows the Board to elect the most qualified director as Executive ChairmanChair of the Board, while maintaining the ability to separate the Executive ChairmanChair of the Board and Chief Executive Officer roles when deemed appropriate. The Executive ChairmanChair of the Board and Chief Executive Officer roles are currently held by two different individuals.
The Board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the independent members of the Board.
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Board’s Role in Risk Oversight.   The Board is responsible for overseeing management in the execution of its responsibilities and for assessing the Company’s approach to risk management, including ensuring that sufficiently robust risk and compliance policies and procedures are in place and are functioning properly to bring key risk and compliance matters to the Board’s attention. The Board exercises these responsibilities on an ongoing basis as part of its meetings and through the Board’s committees, each of which examines various components of enterprise risk as part of its responsibilities. An overall review of risk is inherent in the Board’s consideration of the Company’s strategies and other matters presented to the Board, including financial matters, investments, acquisitions and divestitures. An overall review of risk is inherent in the Board’s consideration of the Company’s strategies, such as product and market concentration, competition, acquisitions and divestitures and business transformation, and other matters presented to the Board, including operational risks, such as information technology, cybersecurity, personnel and supply chain; financial risks, such as financial reporting, valuation, market and liquidity risks; compliance risks; and environmental, social and governance risks, such as sustainability, social responsibility, diversity, equity and inclusion, management structure and employee compensation. The Board’s role in risk oversight is consistent with the Company’s leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for managing the Company’s risk exposure, and the Board and its committees providing oversight of those efforts.
The Company has implemented internal processes and controls to identify and manage risks and to communicate with the Board regarding risk management. These include an enterprise risk management

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program, regular internal management meetings that identify risks and discuss risk management, a Code of Business Conduct (the “Code”) (and related training), a strong ethics and compliance function, regular cybersecurity, data flow and data privacy assessments, such as evaluation of network security measures and data protection safeguards, an internal and external audit process, such as testing controls, and internal approval and signature authority processes and legal department review of contracts. In connection with these processes and controls, management regularly communicates with the Board, Board committees and individual directors regarding identified risks and the management of these risks. Individual directors often communicate directly with senior management on matters relating to risk management. In particular, the Board committee chairs regularly communicate with members of senior management, including the Chief Executive Officer, to discuss potential risks in connection with accounting and audit matters, compensation matters, compliance matters and financing-related matters.
The Board committees, which meet regularly and report to the full Board, play significant roles in carrying out the Board’s risk oversight function. In particular, the Audit Committee oversees related party transactions and risks related to the Company’s financial statements, the financial reporting process and accounting. The Audit Committee also oversees the internal audit function, which is provided through the Intercompany Services Agreement with Scientific Games,Light & Wonder, and regularly meets with both the Vice President of Internal Audit of Scientific GamesLight & Wonder (who reports functionally to the Audit Committee and administratively to the Chief Financial Officer of Scientific Games)Light & Wonder) and representatives of the Company’s independent registered public accounting firm. The Compensation Committee or the Board, as applicable, evaluates risks associated with the Company’s compensation programs and senior executive succession planning and discusses with management procedures to identify and mitigate such risks. The
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Nominating and Corporate Governance Committee oversees risks related to the composition and structure of the Board and succession planning for the ChairmanChair of the Board and the Chief Executive Officer and other senior management positions.
Board Meetings.   The Board held a total of fourseven meetings during 2020, all2022, five of which included executive sessions held with independent directors only. During 2020,2022, all incumbent directors attended at least 75% of the total number of meetings of the Board and committees of the Board on which they served.
Board Committees.   The Board has threefour standing committees: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee; and the Strategy and Operations Committee. All committees are comprised solely of independent directors.
Mr. Jay Penske, who is a member of the Board and the Compensation Committee is not being nominated for re-election. Mr. Penske’s directorship will expire simultaneously with the election of directors at the annual meeting, at which time he will no longer be a member of the Compensation Committee. The Board has approved charters for each Board committee, which can be accessed through the Investors -— Corporate Governance link on our website at www.sciplay.com. The current membership of each committee is as shown in the table below.
​
Audit Committee​​Compensation Committee​​
Nominating and
Corporate
Governance Committee
​​
Strategy and Operations
Committee
​
​
Gerald D. Cohen

(Chair)
​​
 William C. Thompson, Jr.
(Acting Chair)Nick Earl
(Chair)
​​
Gerald D. CohenMichael Marchetti
(Chair)
​​
(Acting Chair)Charles “CJ” Prober
(Chair)
​
​Michael MarchettiJay Penske​Michael Marchetti​Charles “CJ” Prober​​Gerald D. Cohen​​Joshua J. Wilson​
​William C. Thompson, Jr.​
​William C. Thompson, Jr.​​April Henry​​
Nick Earl
Michael Marchetti
​
Audit Committee.   The Audit Committee is responsible for hiring the Company’s independent registered public accounting firm and for overseeing the accounting, auditing and financial reporting processes of the Company. In the course of performing its functions, the Audit Committee reviews, with management and our independent registered public accounting firm, the Company’s internal accounting controls, the financial statements, the report and recommendations of our independent registered public accounting firm, the scope of the audit and the qualifications and independence of the auditor. The Audit Committee’s responsibilities also include oversight of the Company’s internal audit function and compliance with the Code by employees, officers, directors and other representatives of the Company. The Board has determined that each member of the Audit Committee is independent under the listing standards of theThe NASDAQ Stock Market, the independence standards under the Exchange Act and the Company’s Director Independence Guidelines, and that each of Messrs. Cohen, Marchetti and Thompson qualifies as an “audit

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“audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K of the rules of the SEC. The Audit Committee held five meetings during 2020.2022.
Compensation Committee.   The Compensation Committee sets the compensation of the Chief Executive Officer and other senior executives of the Company, administers the equity incentive plans and executive compensation programs of the Company, determines eligibility for, and awards under, such plans and programs and
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makes recommendations to the Board with regard to the adoption of new employee benefit plans and equity incentive plans and with respect to the compensation program for non-employee directors. As a “controlled company” within the meaning of theThe NASDAQ rules, the Compensation Committee is not required to consist solely of independent directors. The Board has determined both ofthat the members of the Compensation Committee are independent under the listing standards of theThe NASDAQ Stock Market and the Company’s Director Independence Guidelines. In addition, during a portion of 2020, the Compensation Committee maintained a subcommittee, comprised solely of two independent directors who were also “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act, for purposes of approving equity awards for directors and executive officers. The Compensation Committee held three meetings during 2020.2022. On May 1, 2022, the Compensation Committee increased to three members, and the Board ceased to review and approve matters that would normally be delegated to the Compensation Committee.
Nominating and Corporate Governance Committee.   The Nominating and Corporate Governance Committee is responsible for identifying individuals who are qualified to become directors, recommending nominees for membership on the Board and on committees of the Board, reviewing and recommending corporate governance principles, procedures and practices and overseeing the annual self-assessments of the Board and its committees. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent under the listing standards of theThe NASDAQ Stock Market and the Company’s Director Independence Guidelines. The Nominating and Corporate Governance Committee held threefour meetings during 2020.2022.
Other than the minimum age requirement specified in the Nevada Revised Statutes, the Nominating and Corporate Governance Committee does not have specific qualifications that must be met by a candidate for director and will consider individuals suggested as candidates by our stockholders in accordance with the provisions contained in our Second Amended and Restated Bylaws. Each notice of nomination submitted in this manner must contain the information specified in our Amended and Restated Bylaws, including, but not limited to, information with respect to the beneficial ownership of our common stock held by the proposing stockholder and any voting or similar agreement the proposing stockholder has entered into with respect to our common stock. To be timely, the notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual meeting of stockholders. If the annual meeting of stockholders is advanced by more than 30 days, or delayed by more than 60 days, from the anniversary of the preceding year’s annual meeting of stockholders, notice by the stockholder, to be timely, must be received no earlier than the 120th day prior to the annual meeting of stockholders and no later than the later of (i) the 90th day prior to the annual meeting of stockholders or (ii) the tenth day following the day on which we publicly announce the date of the annual meeting of stockholders if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting.
Each notice of nomination should include the nominee’s qualifications and other relevant biographical information and provide confirmation of the nominee’s consent to serve as a director. The Nominating and Corporate Governance Committee will review the candidate’s background, experience and abilities, and the contributions the candidate can be expected to make to the collective functioning of the Board and the needs of the Board at the time. Candidates have been identified through recommendations made by our directors, executive officers or third parties. The Nominating and Corporate Governance Committee anticipates that it would use these
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sources as well as stockholder recommendations to identify candidates in the future. The Nominating and Corporate Governance Committee from time to time engages one or more search firms to assist in identifying potential Board nominees, and we may pay such firms a fee for conducting such searches to identify and/or evaluate suitable candidates.
Strategy and Operations Committee.   The Strategy and Operations Committee is responsible for reviewing and monitoring major strategic and investment decisions of the Company, including growth initiatives, game roadmaps, marketing strategy, strategic resourcing and international expansion; reviewing and monitoring the Company’s key operating imperatives, including game level performance, as prioritized by the Committee, or as directed by the Board; and reviewing and monitoring the Company’s mergers and acquisitions strategy and pipeline.

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Stockholder Communications with Directors.   Stockholders may communicate with the Board or an individual director by sending a letter to the Board or to a director’s attention care of the Secretary of the Company at SciPlay Corporation, 6601 Bermuda Road, Las Vegas, NV 89119. The Secretary will open, log and deliver all such correspondence (other than advertisements, solicitations or communications that contain offensive or abusive content) to directors on a periodic basis, generally in advance of each Board meeting.
Attendance at Stockholders’ Meetings.   The Company encourages directors to attend the virtual annual stockholders’ meeting. Last year, three of the eightall directors then serving attended the annual meeting.
Compensation Committee Interlocks and Insider Participation.None   Each of the independent members of the Compensation Committee (i) has evernever been an officer or employee of the Company orand (ii) was not a participant in a Related Person Transaction (as defined in “Certain Relationships and Related Person Transactions”) in 2020.2022. None of the Company’s current or former executive officers, other than Mr. Cottle, serves, or in 20202022 served, as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving, or who in 20202022 served, as a member of the Company’s Board or the Compensation Committee. In 2022, Mr. Cottle serves, and in 2020 served as an executive officer and member of the board of directors of both our Company and Scientific Games.Light & Wonder. In 2022, Ms. James served on our Board and as an executive officer of Light & Wonder.
Code of Business Conduct.   The Board has adopted a Code of Business Conduct, or the Code, that applies to all of our officers, directors and employees. The Code sets forth fundamental principles of integrity and business ethics and is intended to ensure ethical decision making in the conduct of professional responsibilities. Among the areas addressed by the Code are standards concerning conflicts of interest, confidential information and compliance with laws, regulations and policies. The full text of the Code can be accessed through the Investors -— Corporate Governance link on our website atwww.sciplay.com.
No Hedging and No Pledging Policies.The Board also approved a policy prohibiting directors, officers and employees from hedging or engaging in transactions or similar arrangements designed to protect against declines in the market price of our securities (including the securities of the Company’s affiliates) and, in February 2021, adopted a policy prohibiting employees, officers and directors from holding the Company’s securities in a margin account or pledging the Company’s securities as collateral for a loan. In particular, employees, officers and directors may not:
•
purchase or sell options (e.g.(e.g., puts, calls and collars) relating to our securities;
​
•
purchase or sell other derivative securities designed to hedge or offset any decrease in the market value of our securities;
​
•
engage in short sales of the Company’s securities, including a “sale against the box”; or
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​
•
have standing orders regarding the Company’s securities unless used only for a very brief period of time, except for purchases and sales under a Rule 10b5-1 trading plan that is approved by the Chief Legal Officer of Scientific Games;Light & Wonder;
​
•
hold the Company’s securities in a margin account; or
​
•
pledge the Company’s securities as collateral for a loan.
​
Other Policies
Stock Ownership Policy.   In February 2020, the Compensation Committee approvedOur stock ownership guidelines that require covered individuals to own the lesser of (i) a number of shares of our Class A common stock equal to a specified multiple of annual base salary (or in the case of non-employee directors, annual cash retainer for Board service) divided by the preceding 200-day average closing price of such shares and (ii) a fixed number of shares of our Class A common stock, as shown in the table below. Shares of Class A common stock held directly or indirectly, including time-vesting restricted stock units (“RSUs”), will count for purposes of the policy, whereas outstanding (vested or unvested) stock options and performance-conditioned RSUs will not count. We expect covered individuals who do not meet the ownership requirements to retain at least 50% of the shares of our common stock that vest or are acquired upon exercise of stock options, net of applicable taxes, until the ownership requirements are met. Each covered individual has five years to comply from the date he or she became subject

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to the policy. All of our current directors and covered executives met the required ownership level as of December 31, 2022, other than Ms. Korsanos, who became subject to the policy on August 31, 2022 and will have until January 1, 2025August 31, 2027 to satisfy the required level of ownership.ownership, Mr. Earl, who became subject to the policy on April 15, 2022 and will have until April 15, 2027 to satisfy the required level of ownership; Mses. Henry and James and Mr. Prober, each of who became subject to the policy on May 1, 2022 and will have until May 1, 2027 to satisfy the required level of ownership; and Mr. Bombassei, who is no longer subject to the policy following his departure. Mr. O’Quinn was not subject to the policy as of December 31, 2022.
Position​​Guideline Ownership
Level		​
​​​Lesser of:​
Executive Chairman* and Chief Executive Officer​​Five times annual base salary​​155,000 Shares​
Chief Financial Officer​​Two times annual base salary​​40,000 Shares​
Other Executive Officers reporting to the Chief Executive Officer​​One times annual base salary​​15,000 Shares​
Non-Executive Officer members of the Board(1)​​Five times annual board retainer​​10,000 Shares​
​
* (1)
Since neither Mses. Korsanos nor James receives an annual retainer, the Executive Chairman does not receive a base salary from us, the 155,00010,000 share limitrequirement applies.
​
Clawback Policy.   In February 2020, theThe Compensation Committee alsopreviously approved a clawback policy, under which the Compensation Committee or the Board, as applicable, may, in its discretion, take any one or more of the following actions in the event of a restatement of our financial statements that the Compensation Committee or the Board, as applicable, determines was due to an executive’s fraud or gross misconduct:
•
cancel the executive’s outstanding incentive compensation awards (defined as cash bonus and equity compensation under the Company’s incentive bonus plans or equity incentive plans, whether or not vested);
​
•
disqualify the executive from receiving future incentive compensation awards;
​
•
recoup incentive compensation paid or awarded to the executive from and after the date that is one year before the events giving rise to the restatement were discovered; and/or
15

​
•
recoup the executive’s gains from the sale of shares awarded as incentive compensation or the exercise of stock options from and after the date that is one year before the events giving rise to the restatement were discovered.
​
The Board and, if applicable, the Compensation Committee, and the Board will review and consider updates to this policy from time to time. In addition, to the extent thatOn October 26, 2022, the SEC adoptsadopted rules implementing the clawback provisions of the Dodd-Frank Act. The final rules direct the stock exchanges to establish listing standards requiring listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. On February 22, 2023, NASDAQ released its proposed version of the requirements. We intend to timely amend and restate our clawback policies that require changespolicy to our policy, we will revise our policy accordingly.reflect NASDAQ’s final requirements, once effective.

Director Compensation
The following describes the compensation paid to each of our directors in 2020,2022, but excluding the compensation of Mr. Wilson, who also served as Chief Executive Officer of the Company during 20202022 and whose compensation is disclosed in “Executive Compensation”.Compensation.”
Non-Employee Director Compensation.   The compensation program for directors other than Messrs. Cottle and Wilson and Mses. Korsanos and James (“Eligible Directors”) consists of annual retainers and equity awards (the “Eligible Director compensation program”). In 2020,2022, under the Eligible Director compensation program, Eligible Directors were entitled to receive:
(1)an annual retainer for service on the Board of $36,000;

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(2)an annual retainer for the chairs of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee and the Strategy & Operations Committee of $25,000, $15,000, $10,000 and $10,000,$25,000, respectively;
(3)   as a result of the nature of the Strategy & Operations Committee and the fact its responsibilities are expected to require the ongoing attention of its members throughout the entire year, an annual retainer for each member of such committee of $15,000; and
(3)(4)   an annual grant of RSUs with a grant date value of $144,000 and a 1-yearone-year vesting schedule.
New Eligible Directors generally receive an annual grant of RSUs as described above upon joining the Board.
The elements of the Eligible Director compensation program are evaluated and determined by the Compensation Committee or the Board, as applicable, which takes into account competitive director compensation data provided by its independent compensation consultant, Compensation Advisory Partners LLC, or CAP, for companies in related industries as well as a general industry group of comparably sized companies. The Compensation Committee or the Board, as applicable, uses the comparative data provided by CAP as a general indicator of relevant market conditions, but does not set specific benchmark targets for total director compensation or for individual elements of the Eligible Director compensation program.
Awards of RSUs are generally subject to forfeiture if an Eligible Director leaves the Board prior to the scheduled vesting date for any reason, except that the vesting of such awards would accelerate in full upon an Eligible Director ceasing to serve on the Board due to death or disability.
For all Eligible Directors, the number of annual RSUs awarded in 20202022 was determined by dividing the grant date value of $144,000 by the average of the high and low sales prices of our Class A common stock on the trading day
16

immediately prior to the grant date and rounding down to the nearest whole number. As a result, 9,56110,344 annual RSUs were awarded to each Eligible Director in 2020.2022.
New Eligible Directors generally receive an annual grant of RSUs as described above upon joining the Board. Each of the three new Eligible Directors who joined in 2022 therefore received a sign-on grant of RSUs at the time they joined the Board with a grant date value of approximately $144,000, vesting in full on the first anniversary of the grant date. The number of RSUs granted were 10,742 for Mr. Earl and 10,863 for each of Ms. Henry and Mr. Prober.
Eligible Directors with unexcused absences exceeding 25% of the meetings held by the Board and committees on which they served in the prior year are not eligible to receive an annual award of RSUs except that Eligible Directors with less than six months of service in the prior year are not subject to such threshold with respect to the first grant made after becoming a director. All Eligible Directors serving at the time of grant (June 2020)8, 2022) satisfied the attendance requirements applicable for the 20202022 annual awards.
As a result of Light & Wonder’s offer to acquire the remainder of our public shares, a special committee (the “Special Committee”) was created in 2021 to evaluate the proposed transaction. Eligible Directors serving on this special committee received a one-time cash retainer of up to $50,000, which was paid in 2021, and a monthly retainer of $10,000 for such services. Although Light & Wonder’s offer was withdrawn on December 22, 2021, the Special Committee’s services continued through January 2022 in order to wind down the Special Committee’s work. As a result, each Eligible Director serving on the Special Committee received a final monthly payment of $10,000 in January 2022.
In addition, separate from hislight of the compensation each of Mses. Korsanos and James receive for the services they provide to Light & Wonder, the Board determined that Mses. Korsanos and James would not receive any compensation in respect of their services as a director, Mr. Pinson provideddirectors of the Company with strategic advice, shaping and directing the Company’s corporate development and strategy. Mr. Pinson was compensated for such services through a grant of 312,500 performance-conditioned restricted stock units (“PRSUs”), the terms of which were described in our 2020 Proxy Statement filed on April 28, 2020 (the “2020 Proxy Statement”). Pursuant to the terms of Mr. Pinson’s PRSUs, the award remained outstanding and eligible to vest based on actual performance following his conclusion of services to SciPlay.Company.
Mr. Cottle did not receive any compensation in respect of his services as a director or executive officer of the Company in 2020,2022, having received a grant of 750,000 PRSUsperformance-conditioned restricted stock units (“PRSUs”) in 2019, with the same performance goals as Mr. Pinson, the terms of which were also described in the 2020 Proxy Statement, which were intended to compensate him for his services as Executive Chairman. InThese PRSUs were vested and settled in early 2021, the Compensation Committee determinedbased on actual performance achieved with respect tofor the PRSUs granted to Messrs. Cottle and Pinson, as shown below, resulting in Messrs. Cottle and Pinson vesting in 494,250 and 205,938 PRSUs, respectively:
2020 PRSU Achievement*
MetricWeighting
Threshold Performance Level (1)
Target Performance Level (2)
Actual Performance
Short Term Incentive Plan (“STIP”) Revenue Growth (compared to 2017)33%$120$360$218
STIP AEBITDA Growth (compared to 2017) (3)
67%$50$150$103
____
* All dollar values in millions.
(1)    Below threshold performance results in forfeiture of the PRSUs.
(2)    Target performance results in full vesting of the PRSUs.
(3)    Each of STIP Revenue and STIP AEBITDA is a non-GAAP financial measure, with reconciliation provided in Appendix A.years 2019 – 2020.
Director Compensation for 20202022.   The table below shows the compensation earned by each of our directors for 2020,2022, other than Messrs. Cottle andMr. Wilson, whose compensation is reflected in the Summary Compensation Table below.

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NameName
Fees Earned or Paid in Cash ($) (1)
Stock Awards ($) (2)
Total ($)​
Fees Earned or
Paid in Cash ($)(1)
​
Stock Awards
($)(2)
​Total ($)​
Antonia Korsanos(3)
​​​—​​​​—​​​​—​​
Barry L. Cottle(3)(4)
Barry L. Cottle(3)(4)
---
Barry L. Cottle(3)(4)
​​​—​​​​—​​​​—​​
Gerald D. CohenGerald D. Cohen61,000143,989204,989​​​71,000​​​​143,989​​​​214,989​​
Nicholas Earl(5)
​​​35,764​​​​287,986​​​​323,750​​
April Henry(5)
​​​24,000​​​​287,979​​​​311,979​​
Constance P. James(6)
​​​—​​​​—​​​​—​​
Michael MarchettiMichael Marchetti36,000143,989179,989​​​42,998​​​​143,989​​​​186,987​​
Jay Penske36,000143,989179,989
M. Mendel Pinson(4)
38,250143,989182,239
Charles J. Prober(5)
​​​24,753​​​​287,979​​​​312,732​​
William C. Thompson, Jr.William C. Thompson, Jr.36,000143,989179,989​​​43,000​​​​143,989​​​​186,989​​
Frances F. Townsend(4)
34,500143,989178,489
​
________(1)
(1)     Reflects annual retainers earned by Eligible Directors for 2020,2022, except that in the case of Mr. PinsonMessrs. Earl and Prober and Ms. Townsend,Henry the amounts listedare pro-rated to reflect pro-rata adjustments to their retainers due to their resignations from the Board effective asportion of October 2, 2020.the year the individual spent on the Board. In the case of any Eligible Director who changes committee assignments during the year, the applicable retainers are subject to a pro-ratapro rata adjustment to reflect the amount of time spent on the applicable committee during the year. Amounts for Messrs. Cohen and Thompson include $10,000 earned for service on the Special Committee in January 2022, as described above.
​
(2)
Reflects the grant date fair value of RSUs awarded during 20202022 to all Eligible Directors, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). The grant date fair value of the RSUs for all directors was determined by multiplying the number of shares subject to the award by the average of the high and low sales prices of our Class A common stock on the trading day immediately prior to the grant date. For additional information, see Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.2022.
​
(3)
Ms. Korsanos was appointed Chair, effective as of August 31, 2022. Ms. Korsanos did not receive any compensation in respect of her services as a director of the Company in 2022.
​
(4)
Mr. Cottle did not receive any compensation in respect of his services as a director or executive of the Company in 2020.2022. Mr. Cottle resigned as both a director and an executive, effective as of August 30, 2022.
(4)    Each of ​
(5)
Mr. Pinson and Ms. Townsend resigned fromEarl joined the Board effective October 2, 2020.on April 15, 2022 and each of Ms. Henry and Mr. Prober joined the Board on May 1, 2022.
​
(6)
Ms. James joined the Board on May 1, 2022. Ms. James did not receive any compensation in respect of her services as a director of the Company in 2022.
​
The table below shows the number of stock options and unvested RSUs held by each of our directors as of December 31, 2020,2022, except for Mr. Wilson, whose stock options and unvested RSUs are reflected in the Outstanding Equity Awards at Fiscal Year-End Table below:
Name​​
Stock Options (in
(in shares)
​​
RSUs(1)
​
Antonia Korsanos​​​​—​​​​​—​​
Barry L. Cottle​-​​
750,000(1)
​		—​​​​​—​​
Gerald D. Cohen​-​​​—​​​​​10,344​​
9,561Nicholas Earl(2)
​​​​—​​​​​21,086​​
April Henry(3)
​​​​—​​​​​21,207​​
Constance P. James​​​​—​​​​​—​​
Charles J. Prober(3)
​​​​—​​​​​21,207​​
Michael Marchetti​-​​
9,561 (2)
Jay Penske​—-​​
9,561 (2)
M. Mendel Pinson​​-​10,344
312,500 (2)(3)
​		​
William C. Thompson, Jr.​-​​
9,561(2)
Frances F. Townsend​—-​​
-(2)
​		​​10,344​​
_________

(1)    For Mr. Cottle, reflects 750,000 PRSUs awarded on May 7, 2019, in respect of his services as Executive Chairman. As described above, in early 2021, the Compensation Committee determined that the PRSUs would vest at 65.9% of target based on actual performance, resulting in 494,250 PRSUs vesting.
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​
(1)
Reflects, for Eligible Directors, 9,56110,344 RSUs awarded on June 10, 2020,8, 2022, which are scheduled to vest on June 10, 2021,8, 2023, the first anniversary of the grant date. In the case of Mr. Pinson and Ms. Townsend, these RSUs vested upon the conclusion of their services as directors on October 2, 2020, and are therefore not reflected in this table.
(3)    ​
(2)
For Mr. Pinson,Earl, also reflects 312,500 PRSUs10,742 RSUs awarded on April 15, 2022 in connection with Mr. Earl’s joining the Board, which are scheduled to vest on April 15, 2023, the first anniversary of the grant date.
​
(3)
For each of Ms. Henry and Mr. Prober, also reflects 10,863 RSUs awarded on May 7, 2019,2, 2022 in connection with Ms. Henry and Mr. Prober’s joining the Board, which were intended to compensate him for strategic advice he provided to the Company, shaping and directing the Company’s corporate development and strategy, which services were separate from Mr. Pinson’s services as a director of the Company. Pursuant to the terms of the PRSUs, Mr. Pinson remained eligibleare scheduled to vest in the PRSUs following his conclusion of services to the Company. As described above, in early 2021, the Compensation Committee determined that the PRSUs would vest at 65.9% of target based on actual performance, resulting in 205,938 PRSUs vesting.May 1, 2023.

​
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than ten percent of our Class A common stock, to file initial reports of ownership and reports of changes in their ownership with the SEC. Based on a review of the Form 3s, 4s, and 5s that our directors, officers and ten percent holders filed with the SEC, we believe all applicable filing requirements were met during 2020.2022, except as noted below.
The Form 3 for Ms. Antonia Korsanos was filed late. Ms. Korsanos was appointed Chair of the Board effective August 31, 2022, and her Form 3 was filed on April 11, 2023.

SECURITY OWNERSHIP
The following table sets forth certain information regarding beneficial ownership of our Class A common stock and Class B common stock for:
•
each person whom we know to own beneficially more than 5% of our Class A common stock or Class B common stock;
​
•
each of the directors and named executive officers, individually; and
​
•
all directors and executive officers, as a group.
​
The number of shares and the percentages of beneficial ownership set forth below are calculated as of March 31, 2021April 10, 2023 based on outstanding shares of 24,383,47421,936,334 in the case of our Class A common stock and 103,547,021 in the case of our Class B common stock. Except as otherwise indicated, the stockholders listed in the table below have sole voting and investment power with respect to the shares indicated.
​​​Shares Beneficially Owned​​
% of Total
Voting Power(1)
​
​​​Class A​​Class B​
Name and Address of Beneficial Owner​​
Number(2)
​​
Percent(2)
​​
Number(2)
​​
Percent(2)
​
Antara Capital LP
55 Hudson Yards, 47th Floor, Suite C
New York, NY 10001
​​​​3,233,448(3)​​​​​14.7​​​​​—​​​​​—​​​​​*​​
Caledonia (Private) Investments Pty Limited
Level 10, 131 Macquarie Street
Sydney, NSW, 2000, Australia
​​​​1,419,098(4)​​​​​6.5​​​​​—​​​​​—​​​​​*​​
Cowen Financial Products LLC
599 Lexington Ave.
New York, NY 10022
​​​​1,551,246(5)​​​​​7.1​​​​​—​​​​​—​​​​​*​​
Manulife Investment Management (US) LLC
197 Clarendon Street
Boston, Massachusetts 02116
​​​​1,146,865(6)​​​​​5.2​​​​​—​​​​​—​​​​​*​​
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
​​​​1,945,151(7)​​​​​8.9​​​​​—​​​​​—​​​​​*​​
Light & Wonder, Inc.
6601 Bermuda Road
Las Vegas, NV 89119
​​​​—​​​​​*​​​​​103,547,021(8)​​​​​100​​​​​97.9​​
Directors and Named Executive Officers:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Antonia Korsanos​​​​—​​​​​*​​​​​—​​​​​—​​​​​*​​
Joshua J. Wilson​​​​252,055​​​​​1.1​​​​​—​​​​​—​​​​​*​​
Gerald D. Cohen​​​​36,981​​​​​*​​​​​—​​​​​—​​​​​*​​
Nick Earl​​​​21,086​​​​​*​​​​​—​​​​​—​​​​​*​​
April Henry​​​​21,207​​​​​*​​​​​—​​​​​—​​​​​*​​

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Shares Beneficially Owned
% of Total Voting Power (1)
Class AClass B
Name and Address of Beneficial Owner
Number (2)
Percent (2)
Number (2)
Percent (2)
Ameriprise Financial, Inc.
145 Ameriprise Financial Center
Minneapolis, MN 55474
2,989,584 (3)
12.3--*
Blackrock, Inc.
55 East 52nd Street
New York, NY 10055
2,427,097 (4)
10.0--*
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
1,884,591 (4)
7.7--*
Renaissance Technologies LLC
800 Third Avenue
    New York, NY 10022
1,366,200 (6)
5.6
Scientific Games Corporation
6601 Bermuda Road
Las Vegas, NV 89119
-*
103,547,021 (7)
100
97.9

Directors and Named Executive Officers:
Barry L. Cottle318,001*--*
Joshua J. Wilson178,473*--*
Gerald D. Cohen9,000*--*
Michael Marchetti33,407*--*
Jay Penske69,000*--*
William C. Thompson, Jr.9,000*--*
Michael D. Cody42,031*--*
All current directors and executive officers as a group (consisting of 8 persons) (8)
662,0372.7%--*
​​​Shares Beneficially Owned​​
% of Total
Voting Power(1)
​
​​​Class A​​Class B​
Name and Address of Beneficial Owner​​
Number(2)
​​
Percent(2)
​​
Number(2)
​​
Percent(2)
​
Constance P. James​​​​—​​​​​*​​​​​—​​​​​—​​​​​*​​
Michael Marchetti​​​​61,388​​​​​*​​​​​—​​​​​—​​​​​*​​
Daniel O’Quinn​​​​8,760​​​​​*​​​​​—​​​​​—​​​​​*​​
Charles “CJ” Prober​​​​21,207​​​​​*​​​​​—​​​​​—​​​​​*​​
William C. Thompson, Jr.​​​​36,981​​​​​*​​​​​—​​​​​—​​​​​*​​
James Bombassei(9)
​​​​—​​​​​*​​​​​—​​​​​—​​​​​*​​
All current directors and executive officers as a
group (consisting of 10 persons)(10)
​​​​459,665​​​​​2.1​​​​​—​​​​​—​​​​​*​​
​
_____________
*
Represents less than 1% of the outstanding shares ofClass A common stock or Class B common stock or total voting power, as applicable.
​
(1)
Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class B common stock are entitled to 10 votes per share, and holders of our Class A common stock are entitled to one vote per share.
​
(2)
In accordance with SEC rules, these columns include shares that a person has a right to acquire within 60 days of March 31, 2021April 10, 2023 through the exercise or conversion of stock options, RSUs or other securities. Such securities are deemed to be outstanding for the purpose of calculating the percentage of outstanding securities owned by such person but are not deemed to be outstanding for the purpose of calculating the percentage owned by any other person. The directors and named executive officers listed in the table above do not have the right to acquire any shares within 60 days of March 31, 2021 through the exercise or conversion of stock options, RSUs or other securities.
(3)    Based on a Schedule 13G/A filed with the SEC on February 12, 2021 by Ameriprise Financial, Inc., Columbia Management Investment Advisers, LLC and Columbia Seligman Communications & Information Fund, reporting beneficial ownership as of December 31, 2020. The Schedule 13G states that each such person with the exception of Columbia Seligman Communications & Information Fund has shared voting power with respect to 2,913,954 shares of Class A common stock and shared dispositive power with respect to 2,989,384 shares of
20

Class A common stock and Columbia Seligman Communications & Information Fund has sole voting power and shared dispositive power with respect to 1,738,433 shares of Class A common stock.
(4)    Based on a Schedule 13G/A filed with the SEC on March 10, 2021 by BlackRock, Inc., reporting beneficial ownership as of March 9, 2021. The Schedule 13G states that BlackRock, Inc. has sole voting power with respect to 2,427,097 shares of Class A common stock and sole dispositive power with respect to 2,427,097 shares of Class A common stock.
(5)     Based on a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group, reporting beneficial ownership as of December 31, 2020. The Schedule 13G states that The Vanguard Group has shared voting power with respect to 3,908 shares of Class A common stock, sole dispositive power with respect to 1,873,487 shares of Class A common stock and shared dispositive power with respect to 11,104 shares of Class A common stock.
(6)    Based on a Schedule 13G filed with the SEC on February 10, 2021 by Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation, reporting beneficial ownership as of August 11, 2020. The Schedule 13G states that each such person has sole voting power with respect to 1,132,097 shares of Class A common stock and sole dispositive power with respect to 1,366,200 shares of Class A common stock.
(7)    Scientific Games is the beneficial owner of all of our outstanding Class B common stock through its indirect wholly owned subsidiaries: SG Social Holding Company I, LLC owns 102,283,021 shares of our Class B common stock and SG Social Holding Company, LLC owns 1,264,000 shares of our Class B common stock.
(8)    Includes 1,563 shares issuable upon vesting of RSUs as to which the equivalent number of underlying shares may be acquired through conversion within 60 days of March 31, 2021.
The following table sets forth certain information regarding beneficial ownership of the equity securities of Scientific Games by:
•each of our directors and named executive officers, individually; and
•all of our directors and executive officers, as a group.
The number of shares and the percentages of beneficial ownership set forth below are calculated as of March 31, 2021 based on outstanding shares of 96,038,062. Except as otherwise indicated, the stockholders listed in the table below have sole voting and investment power with respect to the shares indicated.
Name of Beneficial Owner

Shares of Common Stock of Scientific Games Beneficially Owned (1)
Percentage of Total Outstanding Shares of Common Stock (1)
Directors and Named Executive Officers:
Barry L. Cottle309,793*
Joshua J. Wilson24,893*
Gerald D. Cohen--
Michael Marchetti--
Jay Penske--
William C. Thompson, Jr.--
Michael D. Cody569*
All current directors and executive officers as a group (consisting of 8 persons) (2)
335,255*
_________
* Represents less than 1% of the outstanding shares of common stock.
(1)    In accordance with SEC rules, this column includes shares that a person has a right to acquire within 60 days of March 31, 2021 through the exercise or conversion of stock options, RSUs or other securities. Such securities are deemed to be outstanding for the purpose of
21

calculating the percentage of outstanding securities owned by such person but are not deemed to be outstanding for the purpose of calculating the percentage owned by any other person. The securities reported for the directors and named executive officers listed in the table above include shares subject to the following awards as to which the equivalent number of underlying shares may be acquired through exercise or conversion within 60 days of April 10, 2023: Mr. Cohen — 10,344 RSUs; Mr. Earl — 21,086 RSUs; Ms. Henry — 21,207 RSUs; Mr. Marchetti — 10,344 RSUs; Mr. Prober — 21,207 RSUs; and Mr. Thompson — 10,344 RSUs.
​
(3)
Based on a Schedule 13G/A filed with the SEC on March 10, 2023 by Antara Capital LP, Antara Capital GP LLC and Himanshu Gulati, reporting beneficial ownership as of February 28, 2023. The Schedule 13G/A states that each such person has shared voting power with respect to 3,233,448 shares of Class A common stock and shared dispositive power with respect to 3,233,448 shares of Class A common stock.
​
(4)
Based on a Schedule 13G/A filed with the SEC on February 14, 2023 by Caledonia (Private) Investments Pty Limited, reporting beneficial ownership as of December 31, 2021: 2022. The Schedule 13G states that Caledonia (Private) Investments Pty Limited has sole voting power with respect to 1,419,098 shares of Class A common stock and sole dispositive power with respect to 1,419,098 shares of Class A common stock.
​
(5)
Based on a Schedule 13G/A filed with the SEC on February 28, 2023 by Cowen and Company, LLC and Cowen Financial Products LLC, reporting beneficial ownership as of December 31, 2022. The Schedule 13G states that Cowen Financial Products LLC has sole voting power with respect to 1,551,246 shares of Class A common stock and sole dispositive power with respect to 1,551,246 shares of Class A common stock.
​
(6)
Based on a Schedule 13G filed with the SEC on February 14, 2023 by Manulife Financial Corporation, Manulife Investment Management Limited and Manulife Investment Management (US) LLC, reporting beneficial ownership as of December 31, 2022. The Schedule 13G states that Manulife Investment Management Limited has sole voting power with respect to 644 shares of Class A common stock and sole dispositive power with respect to 644 shares of Class A common stock; and that Manulife Investment Management (US) LLC has sole voting power with respect to 1,146,865 shares of Class A common stock and sole dispositive power with respect to 1,146,865 shares of Class A common stock.
​

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(7)
Based on a Schedule 13G/A filed with the SEC on February 9, 2023 by The Vanguard Group, reporting beneficial ownership as of December 31, 2022. The Schedule 13G states that The Vanguard Group has sole dispositive power with respect to 1,935,868 shares of Class A common stock and shared dispositive power with respect to 9,283 shares of Class A common stock.
​
(8)
Light & Wonder, Inc. is the beneficial owner of all of our outstanding Class B common stock through its indirect wholly owned subsidiaries: LNW Social Holding Company I, LLC owns 103,547,021 shares of our Class B common stock.
​
(9)
Mr. Cottle - 130,315Bombassei departed as Chief Financial Officer and Secretary of the Company, effective as of February 18, 2023. Mr. Bombassei’s beneficial ownership was determined as of the most recent date that was practicable for the Company, which was February 18, 2023 for the number of shares of our common stock options.held by Mr. Bombassei.
(2)    ​
(10)
Includes 130,31594,532 shares issuable upon vesting of RSUs that are scheduled to vest within 60 days of April 10, 2023.
​
The following table sets forth certain information regarding beneficial ownership of the equity securities of Light & Wonder by:
•
each of our directors and named executive officers, individually; and
​
•
all of our directors and executive officers, as a group.
​
The number of shares and the percentages of beneficial ownership set forth below are calculated as of April 10, 2023 based on outstanding shares of 91,180,804. Except as otherwise indicated, the stockholders listed in the table below have sole voting and investment power with respect to the shares indicated.
Name of Beneficial Owner​​
Shares of
Common Stock of
Light & Wonder
Beneficially Owned(1)
​​
Percentage of
Total Outstanding
Shares of
Common Stock(1)
​
Directors and Named Executive Officers:​​​​​​​​​​​​​
Antonia Korsanos​​​​685,433​​​​​*​​
Joshua J. Wilson​​​​42,559​​​​​*​​
Gerald D. Cohen​​​​—​​​​​—​​
Nick Earl​​​​—​​​​​—​​
April Henry​​​​—​​​​​—​​
Constance P. James​​​​31,424​​​​​*​​
Michael Marchetti​​​​—​​​​​—​​
Daniel O’Quinn​​​​—​​​​​—​​
Charles “CJ” Prober​​​​—​​​​​—​​
William C. Thompson, Jr.​​​​—​​​​​—​​
James Bombassei(2)
​​​​—​​​​​—​​
All current directors and executive officers as a group (consisting of 10 persons)(3)
​​​​759,416​​​​​*​​
​
*
Represents less than 1% of the outstanding shares of common stock.
​
(1)
In accordance with SEC rules, this column includes shares that a person has a right to acquire within 60 days of April 10, 2023 through the exercise or conversion of stock options, RSUs or other securities. Such securities are deemed to be outstanding for the purpose of calculating the percentage of outstanding securities owned by such person but are not deemed to be outstanding for the purpose of calculating the percentage owned by any other person. The securities reported for the directors and named executive officers listed in the table above include shares subject to the following awards as to which the equivalent number of underlying shares may be acquired through exercise or conversion within 60 days of March 31, 2021.April 10, 2023: Mr. Korsanos — 677,933 stock options; and Ms. James — 3,333 RSUs.
​

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(2)
Mr. Bombassei departed as Chief Financial Officer and Secretary of the Company, effective as of February 18, 2023. Mr. Bombassei’s beneficial ownership was determined as of the most recent date that was practicable for the Company, which was February 18, 2023 for the number of shares of our common stock held by Mr. Bombassei.
​
(3)
Includes 677,933 shares issuable upon exercise of stock options that may be exercised within 60 days of April 10, 2023.
​
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION

Introduction
Introduction
This section provides a description of the material elements of compensation awarded, or paid, to our Chief Executive Officer, our Interim Chief Financial Officer and our Former Chief Financial Officer, who make up our “named executive officers.” For 2020,2022, our named executive officers were:
Executive(1)
​​Position​
Joshua J. Wilson​​Chief Executive Officer​
Michael D. CodyDaniel O’Quinn(2)​​Interim Chief Financial Officer​
James Bombassei(2)​​Former Chief Financial Officer​
​
_________(1)
(1)    Each of our other executive officers, Barry L. Cottle, and Michael F. Winterscheidt,our former Executive Chairman, did not receive any other compensation in 20202022 attributable to theirhis services on behalf of the Company.
​
(2)
Mr. O’Quinn was appointed as Interim Chief Financial Officer effective as of Michael D. Cody’s resignation as Chief Financial Officer on August 10, 2021, and served in such capacity until Mr. Bombassei’s appointment as Chief Financial Officer, effective as of December 1, 2022. Effective as of Mr. Bombassei’s departure on February 18, 2023, Mr. O’Quinn was reappointed as Interim Chief Financial Officer.
​
The Company’s executive compensation program is generally administered by the Compensation Committee. However, following Mr. Penske’s departure from the Board in June 2021, which left the Compensation Committee referredwith a single member, and as a result of Light & Wonder’s subsequent offer to acquire our public shares not already owned by Light & Wonder, which has now been withdrawn, the Board determined that it would be in the best interests of the Company for the Board to review and approve matters that would normally be delegated to the Compensation Committee. Following the withdrawal of Light & Wonder’s offer, additional directors joined the Board, and the membership of the Compensation Committee increased to three members on May 1, 2022, at which point, the Compensation Committee resumed the performance of the duties normally delegated to it. Therefore, as used in this section, the term “Committee” refers to the Compensation Committee or, during the period it performed the duties of the Compensation Committee as described above, the “Committee.”Board. The Committee is responsible for determining the compensation of the Company’s Chief Executive Officer and our other executive officers, and for overseeing the Company’s executive compensation program. Our executive compensation program is designed to attract, reward and retain our executive officers. References to “SEIP” in this section refer to our Senior Executive Incentive Plan.

Summary Compensation Table
The table below shows the compensation of our named executive officers, to the extent attributable to the applicable individual’s services on behalf of the Company.
Name and Principal PositionYear
Salary ($) (1)
Bonus ($) (2)
Stock Awards ($) (3)
Non-Equity Incentive Plan Compensation ($) (4)
All Other
Compensation ($) (5)
Total ($)
Joshua J. Wilson2020500,000 — 624,990 500,000 10,181 1,635,171 
Chief Executive Officer2019500,000 — 11,213,687 100,000 9,800 11,823,487 
Michael D. Cody2020317,498 63,962 174,600 158,749 10,180 724,989 
Chief Financial Officer2019317,498 63,962 2,465,623 31,750 25,889 2,904,722 
Name and Principal Position​​Year​​
Salary
($)(1)
​​
Bonus
($)(2)
​​
Stock
Awards
($)(3)
​​
Non-Equity
Incentive Plan
Compensation
($)(4)
​​
All Other
Compensation
($)(5)
​​Total ($)​
Joshua J. Wilson
Chief Executive Officer
​​​​2022​​​​​563,461​​​​​—​​​​​2,199,987​​​​​490,850​​​​​10,675​​​​​3,264,973​​
​​​2021​​​​​500,000​​​​​—​​​​​1,878,874​​​​​368,500​​​​​36,228​​​​​2,783,602​​
​​​2020​​​​​500,000​​​​​—​​​​​624,990​​​​​500,000​​​​​10,181​​​​​1,635,171​​
_________

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Name and Principal Position​​Year​​
Salary
($)(1)
​​
Bonus
($)(2)
​​
Stock
Awards
($)(3)
​​
Non-Equity
Incentive Plan
Compensation
($)(4)
​​
All Other
Compensation
($)(5)
​​Total ($)​
Daniel O’Quinn(6)
Interim Chief Financial Officer
​​​​2022​​​​​245,385​​​​​91,377​​​​​369,350​​​​​107,601​​​​​9,037​​​​​822,750​​
​​​2021​​​​​222,154​​​​​—​​​​​176,641​​​​​58,297​​​​​8,595​​​​​465,687​​
James Bombassei(6)
Former Chief Financial Officer
​​​​2022​​​​​34,231​​​​​—​​​​​1,169,913​​​​​23,048​​​​​1,145​​​​​1,228,337​​
​
(1)
The amounts in the “Salary” column reflect base salary amounts paid during the applicable year to the named executive officers.
​
(2)     For
In the case of Mr. Cody,O’Quinn, includes (i) a $56,500 retention bonus awarded in 2021 in connection with Mr. O’Quinn’s appointment as Interim Chief Financial Officer, and was earned based on Mr. O’Quinn’s continued employment through January 31, 2022 and (ii) the incremental amount inpaid to Mr. O’Quinn under the “Bonus” column reflects paymentSEIP (as defined below) as a result of the portionCommittee’s increase in his target opportunity from 100% to 150% at the time of his time-based long-term cash incentive awards that vested in each applicable fiscal year, totaling $63,962 in 2020,payouts, as described below in “Cody Long-Term Incentive Awards”.“Employment Agreements and Other Employment Arrangements.”
​
(3)
The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of RSUs and PRSUs awarded during the applicable year to the named executive officers, computed in accordance with FASB ASC Topic 718. The fair value of the SciPlay RSUs and PRSUs granted in 20202022 was determined by multiplying the number of shares subject to the award by the average of the high and low sales prices of our
22

Class A common stock on the trading day immediately prior to the grant date. In the case of Mr. Wilson, also includes an award of Light & Wonder RSUs that was granted to Mr. Wilson by Light & Wonder’s Compensation Committee, and approved by our Board, with a value of approximately $1,000,000 (the “L&W Award”). The fair value of the L&W Award was determined by multiplying the number of shares subject to the award by the average of the high and low sales prices of Light & Wonder’s common stock on the trading day immediately prior to the grant date. For additional information, see Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.2022 and see Note 17 to Light & Wonder’s consolidated financial statements included in Light & Wonder’s Annual Report on Form 10-K for the year ended December 31, 2022. In the case of Mr. O’Quinn, also includes (i) the initial target value of his award granted under the SEIP in 2022, which was $250,000, as described below under “Senior Executive Incentive Program” and (ii) the retention award granted to Mr. O’Quinn on March 16, 2022, consisting of 10,000 RSUs, as described below under “Employment Agreements and Other Employment Arrangements.”
​
(4)
The amounts in the “Non-Equity Incentive Plan Compensation” column reflect the cash portion of annual performance bonuses awardedearned under the STIP.STIP (as defined below). At the time payouts under the STIP were approved, the Committee determined that 30% of the amounts earned by the named executive officers (excluding Mr. Bombassei) would be payable in the form of immediately vested shares of our Class A common stock, with the remainder payable in cash. The full amount payable is reflected in this column in accordance with SEC rules. In the case of Mr. Bombassei, reflects a pro rata amount paid in cash in connection with his departure, pursuant to his employment agreement.
​
(5)
The amounts indicated in the “All Other Compensation” column for 2020 include the following:
a.2022 consist solely of Company contributions to SciPlay’s 401(k) planplan.
​
(6)
Mr. O’Quinn was appointed as Interim Chief Financial Officer effective as on August 10, 2021, and served in such capacity until Mr. Bombassei’s appointment as Chief Financial Officer, effective as of $9,975 in each case.December 1, 2022. Effective as of Mr. Bombassei’s departure on February 18, 2023, Mr. O’Quinn was reappointed as Interim Chief Financial Offer.
b.    Work from home stipend that was provided to all employees in connection with work from home requirements in connection with the COVID-19 pandemic. These amounts were grossed up for taxes for all employees, and the amount was $206 for Mr. Wilson and $205 for Mr. Cody.​

Narrative Disclosure to Summary Compensation Table
The following describes material features of the compensation disclosed in the Summary Compensation Table.

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Annual Performance Bonus -— Short-Term Incentive Program (STIP)(“STIP”)
In connection with the IPO, the BoardThe Committee approved the STIP for fiscal year 2022 as an annual incentive award in order to incentivize our employees to accomplish short-term strategic objectives that the BoardCommittee believes will create long-term value for the Company. The participantsEach of our named executive officers participated in the 2022 STIP. In prior years, the STIP for our named executive officers had consisted of a cash payout for performance up to target and a grant at the beginning of the performance period of an RSU award that would only vest if performance was above target. In order to simplify the program and increase the Committee’s flexibility in determining how to compensate our executives based on performance, the 2022 STIP was redesigned to eliminate the RSU grant and provide solely for a cash-denominated award that could be payable in cash, fully-vested equity or a combination thereof, as determined by the Committee at the time of payment.
Payouts under the STIP including Messrs. Wilson and Cody, were eligible to receive (1) an annual cash award based on performance for each of the 2019 and 2020 fiscal years and (2) a grant of PRSUs, which vested 50% based on 2019 fiscal year performance and 50% based on 2020 fiscal year performance. For both the cash and PRSU components of the program, payouts are determined based on the financial performance of our business for the applicable2022 fiscal year compared to predetermined goals, one-thirdone-half based on STIP Revenue and two-thirdsone-half based on STIP AEBITDA, each of which is aare non-GAAP financial measure,measures, with reconciliation provided in Appendix A. If performance is below the threshold criteria for a year, both the cash award and PRSUs for that year will be forfeited. If performance is between the threshold criteria andAchievement of the target criteria forgoals would result in payout of an executive’s target award under the STIP, while achievement of threshold or at or above maximum performance would result in payout of 30% or 200%, respectively, of an executive’s target award. Achievement below threshold performance would result in no payout under the STIP, while performance between levels would result in a year, then all or a portion of the cash award will be paidpayout determined based on linear interpolation and the PRSUs for that year will be forfeited. If performance exceeds the target criteria, then the cash award will be paid in full and all or a portion of the PRSUs for that year will vest based on linear interpolation, with full vesting occurring if the maximum criteria are achieved.interpolation.
The target cashSTIP awards granted tofor Messrs. Wilson, O’Quinn and CodyBombassei for fiscal year 20202022 were, respectively, 100%, 50% and 50%75% of the executive’s annual base salary, or $500,000$600,000, $125,000 and $158,749, and$375,000, except that Mr. Bombassei’s STIP award would be pro-rated to reflect the target valueamount of time he was employed with the PRSUs grantedCompany in 2019 to Messrs. Wilson and Cody that vest based on fiscal year 2020 performance ( the “2020 STIP PRSUs”) were, based on the price of our Class A common stock at the time of the IPO (the “IPO Price”), $500,000 and $250,000, respectively.2022. The STIP goals and results for the 20202022 fiscal year are shown in the table below.
​​​2022 STIP Annual Performance Bonus Achievement*​
Metric​​Weighting​​
Threshold
Performance
Level
​​
Target
Performance
Level
​​
Maximum
Performance
Level
​​
Actual
Performance
​
STIP Revenue (1)
​​​​50%​​​​$537.7​​​​$672.1​​​​$739.3​​​​$649.3​​
STIP AEBITDA(1)
​​​​50%​​​​$151.8​​​​$189.7​​​​$208.7​​​​$186.1​​
23

​
2020 STIP Annual Performance Bonus Achievement*
MetricWeighting
Threshold Performance Level (1)
Target Performance Level (2)
Maximum Performance Level (3)
Actual Performance
STIP Revenue (4)
33%$480$600$720$578
STIP AEBITDA (4)
67%$150$200$240$203
*
____
* All dollar values in millions.
(1)    Below threshold performance results in forfeiture of the STIP cash award and PRSUs.
(2)    Target performance results in full payout of the STIP cash award and forfeiture of the STIP PRSUs.
(3)    Maximum performance results in full payout of the STIP cash award and full vesting of the STIP PRSUs.​
(4)     Each of (1)
STIP Revenue and STIP AEBITDA is aare non-GAAP financial measure,measures, with reconciliation provided in Appendix A.
​
Based on actual performance, a 194.2%an 86.8% payout level was achieved, resulting in full payout of the 2020 STIP cash award for each of Messrs. Wilson and Cody, or $500,000 and $158,749, respectively, and 94.2% vesting of the 2020 STIP PRSUs, or 29,438 and 14,719 PRSUs, respectively. The 2020 STIP cash payouts for Messrs. Wilson and Cody are includedO’Quinn under the STIP of $490,850 and $107,601, respectively. Mr. Wilson’s bonus payout was calculated based on a $500,000 salary from January 1, 2022 to May 7, 2022 and a $600,000 salary from May 8, 2022 to December 31, 2022. The Committee determined that 30% of the 2022 STIP for Messrs. Wilson and O’Quinn would be payable in fully-vested equity and the remainder would be paid in cash which resulted in cash payouts for of $343,595 and $75,321, and grants of 8,846 and 1,939 immediately-vested shares of our Class A common stock for Messrs. Wilson and O’Quinn, respectively. The number of shares of Class A common stock were determined by dividing the applicable portion of the STIP award by the average of the high and low values of our Class A common stock on March 14, 2023.
In connection with Mr. Bombassei’s departure, pursuant to his employment agreement, he received a pro-rated payout under the STIP, based on actual performance, in the “Non-Equity Incentive Plan Compensation” columnamount of the Summary Compensation Table. The 2020 STIP PRSUs were included$23,048, which was payable solely in the Summary Compensation Table in the 2020 Proxy Statement, and therefore are not included in the Summary Compensation Table in this Proxy Statement in accordance with applicable SEC rules.cash.
Long-Term Incentive Compensation
Cody Long-Term Incentive Awards
In each of the 2016 and 2017 fiscal years, Mr. Cody was granted cash-based long-term incentive awards in lieu of equity-based awards, each vesting over a four-year period contingent on Mr. Cody’s continued employment through the applicable vesting date. The value of the awards that vested during the 2020 fiscal year is included in the “Bonus” column of the Summary Compensation Table. As of December 31, 2020, Mr. Cody held unvested cash-based long-term incentive awards with an aggregate value of $21,577.
Senior Executive Incentive Program (SEIP)(“SEIP”)
OurAt the time of the Company’s initial public offering, the Board has also approvedhad implemented the SEIP, which consisted of two components, the first based on performance for fiscal years 2019 through 2020, which became payable in early 2021, and the second based on performance for fiscal years 2021 through 2022 (the “2021-2022 SEIP”). At the beginning of 2022, the Committee determined that, due to a long-term incentive programvariety of factors,

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the 2021-2022 SEIP was no longer serving the goals of retaining and incentivizing key employees of the Company, particularly in light of the unprecedented labor market for key talent, and that it would be in the best interests of the Company to cancel the 2021-2022 SEIP and replace it with a new award based on 2022 performance (the “2022 SEIP”). In addition, Mr. Wilson proposed, and the Committee agreed, that he would not participate in the 2022 SEIP, and that he would therefore forfeit his award under the 2021-2022 SEIP for no consideration.
Similar to the 2021-2022 SEIP, the 2022 SEIP was designed to incentivize our senior executives to work to organically grow the STIP Revenue and STIP AEBITDA of our business throughduring 2022. Payouts under the 2022 fiscal year. EachSEIP could range from 0% to 100% of Messrs. Wilson and Cody received a grant of PRSUs under the SEIP, 60% of which vestedtarget based on the target achievement of specified STIP Revenue and STIP AEBITDA metricsgoals, as reflected in fiscal year 2020 (the “2020the table below. When the 2022 SEIP PRSUs”)was approved, the Committee determined that awards would be denominated in cash but payouts would be in the form of RSUs, with 50% of the RSUs vesting immediately and 40% of which will vest based on the target achievement of STIP Revenue and STIP AEBITDA metrics in fiscal year 2022 (the “2022 SEIP PRSUs”). The 2020 SEIP PRSUs vested at 62.4%, resulting in Messrs. Wilson and Codyremaining 50% vesting in 227,272 and 42,719 PRSUs, respectively, based on actual performance as shown below:March 2024.
​​​2022 SEIP Payout Based on Goal Achievement*​
Metric​​Weighting​​0%​​25%​​50%​​100%​​
Actual
Performance
​
STIP Revenue (1)
​​​​50%​​​​$636.0​​​​$651.5​​​​$672.1​​​​$739.3​​​​$649.3​​
STIP AEBITDA(1)
​​​​50%​​​​$172.0​​​​$184.0​​​​$189.7​​​​$208.7​​​​$186.1​​
24

​
2020 SEIP Achievement*
MetricWeighting
Threshold Performance Level (1)
Target Performance Level (2)
Actual Performance
STIP Revenue Growth (compared to 2017) (3)
33%$125$375$216
STIP AEBITDA Growth (compared to 2017) (3)
67%$50$150$103
*
____
* All dollar values in millions.
(1)    Below threshold performance results in forfeiture of the SEIP PRSUs.
(2)    Target performance results in full vesting of the SEIP PRSUs.​
(3)    Each of (1)
STIP Revenue and STIP AEBITDA is aare non-GAAP financial measure,measures, with reconciliation provided in Appendix A.
Of​
In October 2022, in order to reflect his performance as Interim Chief Financial Officer and to retain Mr. O’Quinn following the appointment of Mr. Bombassei as Chief Financial Officer, the Committee determined that Mr. O’Quinn should be added as a participant in the 2022 SEIP PRSUs, (i) one-thirdwith a target opportunity equal to 100% of his base salary. At the time payouts under the 2022 SEIP were determined, Mr. O’Quinn was reappointed to the position of Interim Chief Financial Officer, and the Committee determined that in reflection of such appointment and the associated increased responsibilities, and taking into consideration that 50% of the payout under the 2022 SEIP was subject to continued service through March 2024, Mr. O’Quinn’s target opportunity under the 2022 SEIP should be increased to 150% of his base salary.
Based on actual performance, a 27.9% payout level under the 2022 SEIP was achieved, resulting in an award payout for Mr. O’Quinn with a value of $104,632, which was payable 50% in fully-vested RSUs and 50% in RSUs that will vest in full if fiscal yearMarch 2024, subject to Mr. O’Quinn’s continued employment through the vesting date. The number of RSUs was determined by dividing Mr. O’Quinn’s aggregate payout value by the average of the high and low values of our Class A common stock on March 14, 2023. Mr. Bombassei did not participate in the 2022 STIP Revenue isSEIP.
Annual Equity Awards
In 2022, the Company continued its practice of granting annual equity awards in September, however, Messrs. Wilson and O’Quinn did not receive their annual grants at least $1 billionthis time. At the time the grants were approved, the Committee determined that it was in the best interests of the Company to delay the grants of annual equity awards to Messrs. Wilson and (ii) two-thirds will vestO’Quinn because the Company and Mr. Wilson were actively negotiating the extension of Mr. Wilson’s employment agreement and the Company was anticipating that it would shortly conclude its search for a permanent Chief Financial Officer.
In connection with finalizing the extension to Mr. Wilson’s employment agreement, the Committee approved the grant of an equity award to Mr. Wilson, which would serve as both his annual equity award for 2022 and as a sign-on award for entering into the amendment to extend the term of his employment through September 2025. In order to further incentivize Mr. Wilson to achieve the Company’s key financial goals and align his interests with those of our stockholders, the Committee determined that 80% of the award would be granted in full if fiscal year 2022 STIP AEBITDA is $350 million, in each case,the form of PRSUs, a significant increase from prior annual equity awards granted to Mr. Wilson. The award consisted of (i) RSUs with any partiala grant date value of $1,200,000, vesting in the discretionequal installments on each of the Committee. Under the SEIP, Mr. Wilson received a grantfirst three anniversaries of September 26, 2022, and (ii) PRSUs with a grant date

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value of approximately $10 million$4,800,000. The RSU portion of the award was granted on October 4, 2022, while the Committee and Mr. Cody receivedWilson agreed to delay the grant of the PRSU portion of the award until March 15, 2023, so that the Committee could develop appropriate performance goals for the 2023-2025 period.
Following the decision to appoint Mr. Bombassei as Chief Financial Officer, the Company determined that it was in the best interests of the Company to retain Mr. O’Quinn for purposes of continuity and to ensure the continued alignment of his interests with those of stockholders. Therefore, in October 2022, the Committee approved a grant of PRSUs with a grant value of approximately $2 million,annual equity awards to Mr. O’Quinn, with the numberaward subsequently granted in February 2023. The structure of PRSUs determined by dividingMr. O’Quinn’s award was based on the annual equity awards granted to non-executives since Mr. O’Quinn was not an executive at the time of the grant, value byand therefore consisted solely of RSUs vesting in equal installments on the IPO Price.
Annual Equity Awardsfirst three anniversaries of September 20, 2022.
In 2020, Messrs. Wilson and Cody received annual long-term equity awards, which link a significant proportion of their compensation to the long-term performance of the Company, align their interests with stockholders and encourage long-term service. Under the current equity award opportunity guidelines, an eligible executive has a target annual equity award opportunity equal to a designated percentage of his base salary (with the actual award determined on or prior to the grant date, in the discretion of the Committee). Messrs. Wilson and Cody’s target annual equity award opportunities for 2020 are shown in the table below.
ExecutiveTarget Equity Award Opportunity for 2020 (% of Salary)
Mr. Wilson125%
Mr. Cody55%
In 2020,2021, the Committee awarded Messrs. Wilson and CodyO’Quinn one-half of their 2021 annual equity awards in the form of RSUs and one-half in the form of PRSUs. The vesting of the PRSUs was conditioned on the Company’s achievement of trailing 12-month revenue growth of 5% or more compared to actual revenue for the four fiscal quarters ending June 30, 20202021 (the “Revenue“2021 Revenue Goal”) on or before the end of fiscal year 2024. Upon2024, and upon satisfaction of the performance condition prior to September 21, 2021, the PRSUs convertsuch performance-condition, conversion to time-vesting RSUs that vest 25%one-third per year on each of September 21,20, 2022 and the first two anniversaries of September 20, 2022. In early 2023, the Committee determined that the 2021 Revenue Goal was satisfied, and as a result, one-third of the awards vested immediately, with the remainder of the awards to vest in accordance with their time-vesting schedule beginning on September 20, 2023.
Other Equity Award Actions
In October 2022, our Board considered current competitive labor market conditions and the Company’s need to strengthen the retention of, and incentivize and properly reward, its critical talent, including Mr. Wilson. The Board therefore determined that it was appropriate to grant retention awards to key employees, and after consideration of the appropriate form for such awards, and after discussion with the Compensation Committee of Light & Wonder, determined that Light & Wonder RSUs would provide an attractive retention incentive that was still tied to the success of the Company. Therefore, in October 2022, Light & Wonder’s Compensation Committee approved the grant of Light & Wonder RSUs to certain of our key employees, including the grant of the L&W Award to Mr. Wilson. The L&W Award had a grant date value of approximately $1,000,000, and was granted subject to the approval of our Board, which approval was granted.
As a result of his appointment as Chief Financial Officer, Mr. Bombassei forfeited the Light & Wonder equity awards he held that were unvested at the time of his appointment. Mr. Bombassei’s employment agreement with us therefore provided that he would receive a grant of RSUs with a grant value of $500,000, vesting in equal installments on the first three anniversaries of September 20, 2021. IfNovember 30, 2022. At the Revenue Goal is achieved after September 21, 2021, any PRSUs for whichtime the time-vesting date has elapsed will immediately vest, and the remainder will vestgrant was made, based on the time-vesting schedule. The Revenue Goal has not yet been achieved. The time-vestingvalue of the Light & Wonder awards forfeited, the Committee approved an increase to the grant amount and awarded Mr. Bombassei an additional 7,604 RSUs, are scheduled to vestvesting in equal annual installments over a period of four years starting September 21, 2021.
Information regarding the equity awards granted to Messrs. Wilson and Cody in 2020 is set forth below:
25

ExecutiveDate of GrantsTime-Vesting RSUs
Vesting Schedule of Time-Vesting
RSUs (1)
PRSUsVesting Schedule of PRSUs
Mr. Wilson09/21/202020,6544 years20,654
4 years (2)
Mr. Cody09/21/20205,7704 years5,770
4 years (2)
________
(1)    Awards vest in four annual installments beginning on September 21, 2021
(2)     Awards vest in four equal annual installments on September 21, 2021 and the first three anniversaries thereafter, subject toof December 1, 2022. All of Mr. Bombassei’s RSUs were forfeited at the Revenue Goal being achieved on or before the endtime of fiscal year 2024, as described above.his departure.
Employment Agreements and Other Employment Arrangements
The initial three-year term of Mr. Wilson’s employment agreement with the Company provides that he will be employedended in May 2022, following which, the agreement would continue based on one-year renewals, which either party could terminate during a specified period each year. In order to help retain Mr. Wilson in a competitive labor market, and in recognition of his accomplishments with the Company, the Board sought to amend his employment agreement to provide for a new three-year term, from May 7, 2019, subjectwhich is reflected in an amendment to automatic extension for an additional year at the end of the term and each anniversary thereof unless timely notice of non-renewal is given by eitherMr. Wilson’s employment agreement that the Company orand Mr. Wilson. In additionWilson entered into on September 26, 2022. The amendment also provided for the first changes to his participationMr. Wilson’s target compensation since our initial public offering in the STIP and the SEIP, the employment agreement provides for2019, including an increase in Mr. Wilson’s annual base salary from $500,000 to $600,000, effective as of $500,000,May 8, 2022, and an annual performance bonus (which for 2020 was grantedincrease in the form of awards under the STIP) and eligibility forMr. Wilson’s targeted annual equity awards.grant award from 125% to 200% of his annual base salary. Mr. Wilson’s amended employment agreement also contains covenants restricting him from, among other things, competing with the Company or its affiliates or soliciting the Company’s or its affiliates’ employees or customers.

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Mr. CodyO’Quinn is not subject to an employment agreement with the Company or any of our affiliates, and instead his terms and conditions of employment with the Company including his compensation, are currently set forth in an offer letter, which provides that in addition to his participation in the STIP and the SEIP, Mr. CodyO’Quinn will receive an annual base salary of $317,498,at least $170,000 ($226,000 in 2021) and an annual target bonus of at least 20% of base salary (35% in 2021). In early 2022, in recognition of his increased responsibilities as Interim Chief Financial Officer, the Company increased Mr. O’Quinn’s annual base salary, effective as of February 2, 2022, to $250,000, and annual target bonus to 50% of base salary. In order to appropriately compensate Mr. O’Quinn for his additional responsibilities as Interim Chief Financial Officer without further increasing his annual target compensation, the Committee provided Mr. O’Quinn with a grant in early 2022 of 10,000 RSUs, one-third of which vested immediately, with the remainder vesting in equal installments on the first two anniversaries of March 16, 2022.
Following the announcement that Mr. Bombassei would be appointed Chief Financial Officer, the Committee sought to retain Mr. O’Quinn to assist in the transition and provide for continuity with the Company’s financial team, and therefore provided Mr. O’Quinn with a $100,000 cash retention award that would be payable in two equal installments upon the filing of the Company’s Quarterly Reports for the periods ending March 31, 2023 and June 30, 2023. In connection with his reappointment as Interim Chief Financial Officer, in February 2023, Mr. O’Quinn’s annual base salary (which for 2020was increased to $275,000, his 2023 STIP target was increased to 75% of his annual base salary, his 2023 SEIP target was increased to 200% of his annual base salary, his target long-term incentive award value was increased to 75% of his annual base salary and he was granted ina $50,000 cash award, with 50% payable immediately and 50% payable six months following Mr. O’Quinn’s reappointment as Interim Chief Financial Officer, with such award considered part of Mr. O’Quinn’s base salary for purposes of his 2023 incentive awards.
In connection with his appointment as Chief Financial Officer, the formCompany entered into an employment agreement with Mr. Bombassei, effective December 1, 2022, that provided for (i) a base salary of awards$450,000, (ii) a target bonus under the STIP) and will be eligibleSTIP of 75% of his annual base salary, (iii) eligibility for annual long-term incentive grants with a target value of 75% of his annual base salary and (iv) the grant of an RSU award to replace Light & Wonder equity awards.awards that Mr. Bombassei forfeited as a result of his appointment, as described above. Mr. Bombassei’s employment agreement also contained covenants restricting him from, among other things, competing with the Company or its affiliates or soliciting the Company’s or its affiliates’ employees or customers.

Outstanding Equity Awards at Fiscal Year-End
The table below provides information with respect to the RSUs held by the named executive officers as of December 31, 2020. Prior to the IPO, Messrs. Wilson and Cody have historically participated in Scientific Games’ various equity-based plans as compensation for services provided on behalf of our business, and as a result, outstanding equity awards with respect to Scientific Games common stock held by each of them as of December 31, 2020 are included in the table below.2022.

26

Name​​Security​​Grant Date​​
Number of
Shares
or Units
of Stock
That Have
Not Vested (#)
​​
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)
​Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)​
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#)
​​
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(1)
​
Joshua J. WilsonSGMS​03/09/2017​
2,836 (2)
​		117,666--
SGMS03/30/2018
4,255 (3)
176,540--
​SCPL05/07/​​​​​9/20/2019-​-​
31,250 (4)
​		​432,813​5,850(2)​​​​​94,068​​​​​—​​​​​—​​
​​​SCPL05/07/​​​​​9/20/2019-​-​
364,218 (5)
​		​5,044,419​5,850(3)​​​​​94,068​​​​​—​​​​​—​​
​​​SCPL05/07/2019​-​-​
242,812 (6)
​		3,362,946
SCPL09/20/2019
17,550 (7)
243,068--
SCPL09/20/2019
17,550 (8)
243,068--
SCPL​9/21/2020-​-​
20,654 (9)
​		​286,058​10,327(4)​​​​​166,059​​​​​—​​​​​—​​
​​​SCPL​​​​​9/21/2020
20,654 (10)
​		286,058​-​​-​10,327(5)​​​​​166,059​​​​​—​​​​​—​​
Michael D. Cody​SGMS​03/30/2018
2,061 (3)
85,511--
​SCPL05/07/2019​-​-​
15,625 (4)
​		​216,4063/15/2021​​​​​22,500(6)​​​​​361,800​​​​​—​​​​​—​​
​​​SCPL05/07/2019​-​-​
68,460 (5)
​		​948,1719/20/2021​​​​​—​​​​​—​​​​​15,711(7)​​​​​252,633​​
​​​SCPL05/07/2019​-​-​
45,640 (6)
​		​632,1149/20/2021​​​​​10,474(8)​​​​​168,422​​​​​—​​​​​—​​
​​​SCPL09/20/2019​​​​​10/4/2022​​​​​102,258(9)​​​​​1,644,309​​​​​—​​​​​—​​
​​​LNW​​​​​10/19/2022​​​​​19,845(10)​​​​​1,162,917​​​​​—​​​​​—​​

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TABLE OF CONTENTS

Name​​Security​​Grant Date​​
4,903 Number of
(7)Shares
or Units
of Stock
That Have
Not Vested (#)
67,907​-​
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)
-​​
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#)
​​
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(1)
​
Daniel O’Quinn​​​​SCPL09/​​​​​9/20/2019
4,903 (8)
​		67,907​-​​-​563(2)​​​​​9,054​​​​​—​​​​​—​​
​​​SCPL​​​​​9/20/2019​​​​​563(3)​​​​​9,054​​​​​—​​​​​—​​
​​​SCPL​​​​​5/18/2020​​​​​167(11)​​​​​2,686​​​​​—​​​​​—​​
​​​SCPL​​​​​9/21/2020-​-​
5,770 (9)
​		​79,915​2,000(5)​​​​​32,160​​​​​—​​​​​—​​
​​​SCPL9/21/2020​
5,770 (10)
​		79,915​-​​-9/20/2021​​​​​—​​​​​—​​​​​2,272(7)​​​​​36,534​​
​​​SCPL​​​​​9/20/2021​​​​​1,515(8)​​​​​24,362​​​​​—​​​​​—​​
​​​SCPL​​​​​3/16/2022​​​​​6,670(12)​​​​​107,254​​​​​—​​​​​—​​
James Bombassei​​​​SCPL​​​​​12/26/2022​​​​​31,685(13)​​​​​509,495​​​​​—​​​​​—​​
​​​SCPL​​​​​12/26/2022​​​​​7,604(14)​​​​​122,272​​​​​—​​​​​—​​
​
_________(1)
(1)    The value shown was calculated by multiplying the number of RSUs by, in the case of RSUs with respect to our Class A common stock, the closing price of our Class A common stock on December 31, 202030, 2022 ($13.85)16.08), and, in the case of RSUs with respect to Scientific Games’Light & Wonder’s common stock, the closing price of Scientific Games’Light & Wonder’s common stock on December 31, 202030, 2022 ($41.49)58.60).
(2)    These RSUs are part of a Scientific Games’ grant that was awarded with a four-year annual vesting schedule. The first, second and third installments vested on each of March 20, 2018, March 20, 2019 and March 20, 2020. The RSUs shown in the table are scheduled to vest on March 20, 2021.​
(3)    These RSUs are part of a Scientific Games’ grant that was awarded with a four-year annual vesting schedule. The first and second installment vested on each of March 20, 2019 and March 20, 2020. The RSUs shown in the table are scheduled to vest in two annual installments beginning on March 20, 2021.(2)
(4)    These PRSUs were granted as part of the STIP and are scheduled to cliff vest in 2021 contingent on the achievement of certain STIP Revenue and STIP AEBITDA goals with respect to the Company’s 2020 fiscal year, as described above in “Annual Performance Bonus – Short-Term Incentive Program (STIP)”. In early 2021, these PRSUs vested as described above based on performance achieved.
(5)    These PRSUs were granted as part of the SEIP and are scheduled to cliff vest in 2021 contingent on the achievement of certain levels of STIP Revenue and STIP AEBITDA improvement over a three-year period (2018-2020), as described above in “Senior Executive Incentive Program (SEIP)”. In early 2021, these PRSUs vested as described above based on performance achieved.
(6)    These PRSUs were granted as part of the SEIP and are scheduled to cliff vest in 2023 contingent on the achievement of certain levels of revenue and STIP AEBITDA improvement over a five-year period (2018-2022), as described above in “Senior Executive Incentive Program (SEIP)”.
(7)    These RSUs are part of a grant that was awarded as PRSUs with a four-year vesting schedule subject to the achievement of revenue and Adjusted EBITDA growth of 10% or more compared to revenue and Adjusted EBITDA for the fiscal quarter ending June 30, 2019 (the “Revenue/AEBITDA Goal”). The Revenue/AEBITDA Goal was achieved, resulting in the vesting of 25% of the PRSUs and conversion of the remaining PRSUs to RSUs. The second and third installments vested on September 20, 2021 and September 20, 2022 in accordance with the time-vesting schedule. The RSUs shown in the table are scheduled to vest in three annual installments beginning on September 20, 2021.2023.
(8)    ​
(3)
These RSUs are part of a grant that was awarded with a four-year annual vesting schedule. The first, installmentsecond and third installments vested on September 20, 2020.2020, September 20, 2021 and September 20, 2022. The RSUs shown in the table are scheduled to vest on September 20, 2023.
​
(4)
These RSUs are part of a grant that was awarded as PRSUs with a four-year vesting schedule subject to the achievement of a revenue goal for the four fiscal quarters ended June 30, 2020, which the Committee determined in July 2021 was achieved, resulting in the conversion of the PRSUs to RSUs. The first and second installments vested on September 21, 2021 and September 21, 2022 in accordance with the time-vesting schedule. The RSUs shown in the table are scheduled to vest in two installments beginning on September 21, 2023.
​
(5)
These RSUs are part of a grant that was awarded with a four-year annual vesting schedule. The first and second installments vested on September 21, 2021 and September 21, 2022. The RSUs shown in the table are scheduled to vest in two annual installments, beginning on September 21, 2023.
​
(6)
These RSUs are scheduled to vest on March 15, 2023.
​
(7)
These PRSUs were scheduled to vest in three equalannual installments, beginning on September 20, 2021.
(9)    These PRSUs are scheduled to vest beginning on September 21, 2021 and the balance in three installments beginning on September 21, 2021,2022, subject to the achievement of the 2021 Revenue Goal, as described above in “Annual“Other Equity Awards”.Award Actions.” In early 2023, the Committee determined that the 2021 Revenue Goal was achieved and therefore the first installment has vested and the remainder of the PRSUs were converted to RSUs. The balance is scheduled to vest in two installments beginning on September 20, 2023.
27​
(8)
(10)    These RSUs are part of a grant that was awarded with a three-year annual vesting schedule. The first installment vested on September 20, 2022. The RSUs shown in the table are scheduled to vest in two annual installments, beginning on September 20, 2023.
​
(9)
These RSUs are scheduled to vest in fourthree equal installments beginning on September 26, 2023.
​
(10)
These RSUs are scheduled to vest in three annual installments beginning on September 21, 2021.October 19, 2023.
​

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(11)
These RSUs are part of a grant that was awarded with a three-year annual vesting schedule. The first and second installment vested on March 20, 2021 and March 20, 2022. The RSUs shown in the table are scheduled to vest on March 20, 2023.
​
(12)
These RSUs are scheduled to vest in two annual installments beginning on March 16, 2023.
​
(13)
These RSUs were scheduled to vest in three annual installments beginning on November 30, 2023, but were subsequently forfeited upon Mr. Bombassei’s departure on February 18, 2023.
​
(14)
These RSUs were scheduled to vest in three annual installments beginning on December 1, 2023, but were subsequently forfeited upon Mr. Bombassei’s departure on February 18, 2023.
​
Retirement Plans
Messrs. Wilson, O’Quinn and Cody areBombassei were eligible to participate in SciPlay’s 401(k) retirement plan during 2022 under the same rules that apply to other employees. For the 20202022 fiscal year, the Company made a matching contribution of 100% of the first 1% of contributions and 50% of the next 5% of contributions for a total match of 3.5% on the first 6% of contributions.

Potential Payments Upon Termination or Change in Control
For the named executive officers in 2020,2022, the information below describes certain compensation that would become payable pursuant to the terms of their employment agreements and their equity award agreements under the various termination events described below. In each case, the applicable agreements were the result of arm’s lengtharm’s-length negotiations and were approved by the Committee and/or the Board.
Mr. Wilson
Mr. Wilson’s amended employment agreement provides that if his employment waswere terminated by the Company without “cause” or by him for “good reason” (as​(as such terms are defined in his employment agreement), or upon the expiration of the term, he would be entitled to receive, subject to his execution of a release of claims: (i) a pro-rated annual performance bonus; (ii) an amount equal to the sum of (1)(a) two times his base salary and (2)(b) the highest annual cash performance bonus paid to him in respect of the two most recent fiscal years (but not more than his then-current annual base salary), which amount would have been equal to Mr. Wilson’s annual base salary if he was terminated prior to payment of his 2020 STIP award, with the entire amount in this clause (ii) payable over 24 months; (iii) a pro-rated payment of his SEIP PRSUs based on actual performance;any outstanding awards under the SEIP; and (iv) payment of COBRA premiums for up to 12 months. If Mr. Wilson’s employment instead terminated upon the expiration of the term, he would be entitled to receive, subject to his execution of a release of claims, (a) a pro-rated annual performance bonus, (b) an amount equal to his base salary, payable over 12 months, (c) a pro-rated payment of his SEIP PRSUs, based on actual performance, and (d) payment of COBRA premiums for up to 1224 months. Upon a “change in control” of Scientific GamesLight & Wonder (as defined in the Scientific Games CorporationLight & Wonder, Inc. 2003 Incentive Compensation Plan) orthe L&W Award would fully vest. Upon a “change in control” of the Company the applicableMr. Wilson’s Company equity awards held by Mr. Wilson would fully vest, with PRSUs vesting at the level determined by the Committee.
In the event of the death of Mr. Wilson, his beneficiary or estate would have been entitled to receive any benefits that would have been payable under any life insurance benefit of his for which the Company pays premiums as well as full vesting of his equity awards. In the event of his termination due to his “total disability” (as​(as such term is defined in his employment agreement), Mr. Wilson would have been entitled to receive disability payments pursuant to a disability plan sponsored or maintained by the Company as well as full vesting of his equity awards.
28

Mr. O’Quinn
Mr. Cody
Mr. Cody’sO’Quinn’s offer letter does not provide for severance payments or benefits upon a termination of his employment. Mr. Cody’s cash-based long-term incentive awards andO’Quinn’s equity awards would fully vest upon his death, disability (as determined under Scientific Games’Light & Wonder’s long-term disability plans) or depending on the applicable award, a “change in control” of Scientific Games or of the Company, with PRSUs vesting at the level determined by the Committee.

Mr. Bombassei
Mr. Bombassei’s employment agreement provided that if his employment were terminated by the Company without “cause” or by Mr. Bombassei for “good reason” ​(as such terms are defined in his employment agreement), Mr. Bombassei would be entitled to receive, subject to his execution of a release of claims: (i) a pro-rated annual performance bonus; (ii) an amount equal to his base salary; and (iii) payment

28
TABLE OF CONTENTS

of COBRA premiums for up to 12 months. Upon a “change in control” of the Company, Mr. Bombassei’s equity awards would have fully vested.
In the event of the death of Mr. Bombassei, his beneficiary or estate would have been entitled to receive any benefits that would have been payable under any life insurance benefit of his for which the Company pays premiums as well as full vesting of his equity awards. In the event of his termination due to his “total disability” ​(as such term is defined in his employment agreement), Mr. Bombassei would have been entitled to receive disability payments pursuant to a disability plan sponsored or maintained by the Company as well as full vesting of his equity awards.
In connection with Mr. Bombassei’s departure on February 18, 2023, Mr. Bombassei received the severance provided for under his employment agreement in connection with a termination by the Company without “cause,” as reflected in the separation agreement entered into between the Company and Mr. Bombassei, which did not provide for any additional payments or benefits.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The Company has written policies and procedures relating to related person transactions. The Audit Committee with assistance from Scientific Games’Light & Wonder’s and the Company’s legal department is responsible for reviewing and approving related person transactions that are subject to SEC disclosure requirements under Item 404 of Regulation S-K (each a “Related Party Transaction”), including transactions in which the Company is a participant, the amount exceeds $120,000 and a related person has a direct or indirect material interest. A related person includes a director, executive officer, nominee for election as a director, person holding more than 5% of our stock and any immediate family member of any of the foregoing persons, or any entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest. The Company’s policy is not to enter into a Related Party Transaction unless the Audit Committee approves the transaction as specified in the Audit Committee’s charter. Other transactions with related persons as well as certain material changes in previously approved relationships may also require legal department or compliance department approval under our policies and procedures.
M. Mendel Pinson Equity Awards
In March 2019, Mr. Pinson, a Company director, received an equity award grant in the form of RSUs with respect to shares of Scientific Games common stock, with a grant date value of $500,000, vesting immediately, in consideration for Mr. Pinson’s provision of consulting services to Scientific Games.
In August 2019, Mr. Pinson received an equity award grant in the form of time-vested RSUs with respect to shares of Scientific Games common stock, with a grant date value of $5,000,000 in consideration of Mr. Pinson’s past contributions to building the Company’s business from 2015 to 2018 as part of Scientific Games’ Social segment, including the provision of strategic advice regarding corporate development and strategy, culminating in the successful IPO, and as a retention incentive. The RSUs were scheduled to vest in four equal installments over four years, generally subject to Mr. Pinson continuing to provide consulting services to Scientific Games during the vesting period. As a result of Mr. Pinson’s termination of services, the unvested portion of the award fully vested, pursuant to the terms of the award.
In April 2020, Mr. Pinson received an equity award grant in the form of RSUs with respect to shares of Scientific Games common stock, with a grant date value of $500,000, vesting immediately, in consideration for Mr. Pinson’s provision of consulting services to Scientific Games.
29

Relationships with Scientific GamesLight & Wonder
In connection with the IPO in 2019, the Company entered into a number of agreements with Scientific GamesLight & Wonder in order to provide a continuing framework for our relationship with Scientific GamesLight & Wonder following the IPO, as set forth below:
Intercompany Services Agreement
Pursuant to an Intercompany Services Agreement with Scientific Games, Scientific GamesLight & Wonder, Light & Wonder provides certain services to us, and costs associated with these functions are charged to us and settled in cash. Charges include costs related to corporate level general and administrative expenses, including but not limited to, finance, corporate development, human resources, legal (which could include liability related to litigation awards related to our company), information technology and rental fees for shared assets. These expenses are charged on the basis of direct usage when identifiable, with the remainder charged on the basis of revenues, operating expenses, headcount or other relevant measures. Expenses paid to Scientific GamesLight & Wonder for services provided in 20202022 were $5.9$6.0 million.
IP License Agreement
WeIn 2018, we entered into the IP License Agreement from which we obtained an exclusive (subject to certain limited exceptions), perpetual, non-royalty-bearing license from aLNW Gaming, Inc. (a subsidiary of Scientific GamesLight & Wonder, formerly known as Bally Gaming, Inc.) (“SGLNW Gaming”) for intellectual property created or acquired by SGLNW Gaming or its affiliates on or before the third anniversary of the date of the IP License Agreement in any of our currently available or future social games that are developed for mobile platforms, social media platforms, internet platforms or other interactive platforms and distributed solely via digital delivery, and a non-exclusive, perpetual, non-royalty-bearing license for intellectual property created or acquired by SGLNW Gaming or its affiliates after such third anniversary, for use in our currently available games. So long as the IP License Agreement remains in effect, we do not expect to pay any future royalties or fees for our use of intellectual property owned by SGLNW Gaming or its affiliates in our currently available games. The purchase price of the licenseThis transaction was $255.0 million, which was determined based on the appropriate valuation methodology performed bytreated as a third-party valuation specialist. In accordance with the IP License Agreement, we did not incur any additional royalty expense relateddeemed distribution to Scientific Games IP after the effective date of the IP License Agreement. SG GamingLight & Wonder as it constitutes a transaction between entities under common control.
Light & Wonder frequently licenses intellectual property (“IP”) from third parties, which we use in developing our games pursuant to the IP License Agreement. Royalties allocated for use of third-party intellectual propertyIP are charged to us and are typically based upon net social gaming revenues and the royalty rates defined and stipulated in the third-party agreements. For 2020, these third-party
Under the terms of the IP License Agreement, some rights would have changed from exclusive to non-exclusive for newly created intellectual property royalties were $7.0 million.and other rights would not have extended to newly created intellectual property as of May 6, 2022. On May 6, 2022, we entered into an amendment which extended our rights under the IP License Agreement through July 7, 2022. We are in the process of negotiating new terms with Light & Wonder.

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Tax Receivable Agreement
In 2019, we entered into a Tax Receivable Agreement (“TRA”) with certain affiliates of Scientific Games.Light & Wonder. The annual tax benefits under the TRA are computed by comparing the income taxes due including such tax benefits and the income taxes due without such benefits. The amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income generated each year and applicable tax rates, with payments generally due within a specified period of time following the filing of our tax
30

return for the taxable year with respect to which the payment obligation arises. The TRA will remain in effect until all such tax benefits have been utilized or expired unless we exercise our right to terminate the TRA. The TRA will also terminate if we breach our obligations under the TRA or upon certain change of control events specified in the agreement. If the TRA is terminated in accordance with its terms, our payment obligations would be accelerated based upon certain assumptions, including the assumption that we would have sufficient future taxable income to utilize such tax benefits. Our estimated liability under the TRA as of December 31, 20202022 was $72.5$64.3 million. During the year ended December 31, 2020,2022, payments totaling $2.5$3.8 million were made to Scientific GamesLight & Wonder and distributions of $12.8$23.1 million from SciPlay Parent LLC to Light & Wonder were paid pursuant to the TRA.

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REPORT OF THE AUDIT COMMITTEE
The Audit Committee operates under a written charter adopted by the Board that is available on the Company’s website at www.sciplay.com.
The Audit Committee oversees the accounting, auditing and financial reporting processes of the Company. As part of its oversight responsibilities, the Audit Committee reviewed and discussed the Company’s financial statements for the year ended December 31, 20202022 with management and Deloitte & Touche LLP, the independent registered public accounting firm for the Company. The Committee also discussed and reviewed with Deloitte & Touche LLP all communications required under generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (the “PCAOB”), including the matters required to be discussed by Deloitte & Touche LLP with the Audit Committee under PCAOB Auditing Standard No. 1301, Communications with Audit Committees, and SEC Rule 2-07 of Regulation S-X.
In addition, Deloitte & Touche LLP provided to the Audit Committee a formal written statement describing all relationships between Deloitte & Touche LLP and its affiliates and the Company and its affiliates as defined by the rules and regulations of the SEC that might bear on Deloitte & Touche LLP’s independence as required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence. The Audit Committee reviewed and discussed with Deloitte & Touche LLP any matters that could have impacted Deloitte & Touche LLP’s objectivity and independence from the Company and management, including the provision of non-audit services to the Company. Nothing came to the Audit Committee’s attention as a result of its review of Deloitte & Touche LLP’s statement or its discussions with Deloitte & Touche LLP that would indicate that Deloitte & Touche LLP lacked such objectivity or independence. Based on these reviews and discussions and in reliance thereon, the Audit Committee recommended to the Board that the audited financial statements for the Company be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20202022 for filing with the SEC.
Audit Committee
Gerald D. Cohen, Chairman
Michael Marchetti
William C. Thompson, Jr.

Gerald D. Cohen, Chair
Michael Marchetti
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William C. Thompson, Jr.

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TABLE OF CONTENTS​

PROPOSAL 2

APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE SCIPLAY CORPORATION
LONG-TERM INCENTIVE PLAN
Introduction
We are seeking stockholder approval of an amendment and restatement of the LTIP, which was approved by the Board of Directors on April 19, 2021. The proposed amendment and restatement will increase the number of shares reserved under the LTIP by 3 million shares and will not change the terms of any outstanding awards under the LTIP. The amendment and restatement of the LTIP also reflects a change separately approved by the Board to modify the definition of “Change in Control” in the LTIP to reflect the Company's changed ownership structure following the acquisition by a group of long-term institutional investors of a 34.9% stake of Scientific Games from MacAndrews & Forbes Incorporated.
The Board and Compensation Committee believe that the amended LTIP will continue to help us:
•attract, retain, motivate and reward executives, employees, directors and other persons who provide services to us and our subsidiaries;
•provide for equitable and competitive compensation opportunities to participants;
•encourage long-term service by participants;
•recognize individual contributions and reward achievement of our goals; and
•promote the creation of long-term value for stockholders by closely aligning the interests of participants with those of our stockholders.
The Board and the Compensation Committee believe that awards linked to our Class A common stock and awards with terms tied to our performance provide incentives for the achievement of important business objectives and promote the long-term success of the Company. In this regard, the LTIP has been, and will continue to be, a key element of our overall compensation program. The Board believes that the number of shares remaining available for grants under the LTIP to be inadequate to achieve the stated purposes of the LTIP in the future.
Shares Reserved and Available under Our Equity Compensation Plans
Information on the total number of shares available under our existing equity compensation plans (including our 2020 Employee Stock Purchase Plan (the “ESPP”)) and unissued shares deliverable under outstanding RSUs as of the end of the last fiscal year is presented below under the caption “Equity Compensation Plan Information.” The following table reflects the aggregate number of shares subject to outstanding equity awards (excluding the shares available under the ESPP), and the shares that would be available for future awards if stockholders approve this proposal - referred to as “overhang” - as of December 31, 2020 because the aggregate number of shares will increase under the proposed amendment and restatement of the LTIP, the level of overhang
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reflected in the table increases from 4.78% to 6.88% (based on awards and shares outstanding as of December 31, 2020) if stockholders approve the amendment and restatement of the LTIP.
Shares subject to outstanding awards (1)
4,122,027
Shares available for future equity awards (2)
2,219,971
New share request3,000,000
Total shares9,341,998
Current percentage of outstanding shares (diluted) (3)
4.78%
Percentage of outstanding shares (diluted) after new share request6.88%
(1)    Consists of 4,122,027 outstanding RSUs and PRSUs with a weighted average remaining term of 0.6014 years.
(2)    This number represents shares available for delivery in connection with awards under the LTIP at December 31, 2020.
(3)    Outstanding shares (the denominator in this calculation) include all common stock outstanding at December 31, 2020 and include potential dilution from issuance of unissued shares reserved for outstanding awards or future full-value awards under the LTIP.
For additional information concerning our historical granting practices and outstanding equity-based compensation awards, see Note 17 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2020 and other information in this Proxy Statement.
2019-2020 “Burn Rate”
The following table presents information on our “burn rate,” showing the rate at which equity awards have been newly granted or earned since the IPO. For this purpose, equity award usage in a given year includes (1) the number of new equity awards granted solely with service-based vesting terms plus (2) the number of performance-based equity awards as to which, in the given year, the performance conditions were satisfied.
20192020
OptionsRSUsOptionsRSUs
Aggregate number of equity awards reported as granted(1)
-4,058,546-601,941
Additions:
Performance-based awards earned in year---33,082
Eliminations:
Performance-based awards not earned in grant year-3,805,600-107,964
Total equity awards for burn rate calculation-252,946-527,059
Weighted average common shares outstanding-126,267,021-126,408,214
Burn rate, annual-0.20%-0.42%
(1)    As reported in the notes to our financial statements filed with our Annual Reports on Form 10-K (see Note 7) for each of 2019 and 2020). The aggregate number of equity awards granted included performance-based awards at grant (rather than upon satisfaction of performance conditions).
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Based on the burn rates shown in the table above, the average burn rate since the IPO was 0.31%. An alternative burn rate methodology, used by a proxy voting advisory firm, counts each RSU as using two shares rather than one, to account for the higher grant date fair value of RSUs as compared to stock options. Using that methodology and based on the equity grants shown in the table above, the average annual burn rate for the period since our IPO was 0.62%.
Grants for 2021 under Current Plans
The selection of the individuals who will receive grants under the proposed amended LTIP, and the number of shares to be granted to such individuals, are determined by the Compensation Committee in its discretion. Therefore, it is not possible to predict the amounts that will actually be received by or allocated to particular individuals or groups of individuals under the LTIP as proposed to be amended. The following tables set forth information with respect to options and other awards granted under the LTIP during 2020. No options have been granted under the LTIP. For the value of the equity awards received by our named executive officers and non-employee directors during 2020, please see the Summary Compensation Table and Director Compensation Table, respectively. As of March 31, 2021, the last reported sale price of the Company’s Class A common stock on the NASDAQ Stock Market was $16.18 per share.
Name / DescriptionNumber of Options Granted (#)Number of Restricted Shares and Restricted Stock Units Granted (#)
Named Executive Officers:
Mr. Wilson-41,308
Mr. Cody-11,540
All current executive officers as a group (4 persons)-52,848
All current non-executive directors as a group (9 persons)-38,244
All employees, excluding current executive officers and other named executive officers-510,849
Reasons for Stockholder Approval
We seek approval of the proposed amendment and restatement of the LTIP by our stockholders in order to continue to provide equity incentives linked to our Class A common stock and tied to our performance to promote the long-term success of the Company. We anticipate that the 3 million additional shares will be sufficient to fund grants for 3 to 4 years, but this period may be longer or shorter depending on the future price performance of our common stock. Our Compensation Committee regularly reviews our burn rate and overhang and actively tries to minimize the amount of dilution created for shareholders from the LTIP. We believe the ability and flexibility to offer equity-based compensation is critical to attracting and retaining the talent we need to achieve our business objectives, especially the continued innovation to provide best in class digital games on mobile and web platforms and support growth in our current games by improving player engagement and attracting new players. In addition to attracting and retaining executives and other key talent, providing employees with equity-based compensation also
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incentivizes performance that is in the long-term interests of our stockholders. Our Board and Compensation Committee believe that continuing to provide equity-based compensation is essential to the execution of the Company’s long-term success and, as we continue to review and improve our executive compensation program, expect that equity-based compensation will be an increasingly key component of our recruiting, retention and incentive efforts. In particular, if we were not able to provide equity-based compensation, we would be at a competitive disadvantage in attracting and retaining key talent, would not be as effective at aligning the interests of our key employees with those of our stockholders and would have to rely to a much greater extent on cash-based compensation. Accordingly, we believe that the adoption of the amendment and restatement of the LTIP is in the best interest of our stockholders.
Description of the LTIP
Shares Available for Awards
The number of shares of Class A common stock subject to outstanding awards at March 31, 2021 was 1,474,023 and the number of shares of Class A common stock remaining available for future awards at that date under the LTIP was 3,345,694, for a total of 4,819,717 shares. All of the shares to be reserved may be granted as incentive stock options (“ISOs”). The LTIP provides for appropriate adjustments in the number of shares available, the annual limit, and the number and exercise price of outstanding awards in the event of changes in capitalization, including stock dividends and splits, or in the event of large and non-recurring dividends or other distributions.
Shares that are (1) subject to awards that are paid in cash, terminate, lapse, or are canceled or forfeited, (2) withheld in order to satisfy the exercise price or tax withholding applicable to an award, or (3) subject to stock appreciation rights but are in excess of the shares actually delivered in connection with such stock appreciation right are available again for grant under the LTIP.
Eligibility
Non-employee directors, our employees, employees of our subsidiaries or affiliates and our consultants are be eligible to receive awards under the LTIP. The LTIP includes the following annual limits on the amounts that may be granted under the LTIP to any individual and on the amounts that may be paid by us to any non-employee director in such capacity: (i) no more than 50,000 shares may be subject to awards granted to any one non-employee director in any fiscal year; (ii) the maximum value of cash or other property, other than shares, that may be paid to any one non-employee director under the LTIP (including retainer fees) in any year is $500,000; (iii) no more than 1,250,000 shares may be subject to awards granted to any one eligible participant (other than a non-employee director); and (iv) the maximum value of cash or other property, other than shares, that may be paid to any one eligible participant (other than a non-employee director) under the LTIP in any year is $3 million. For the avoidance of doubt, the limits in clauses (i) and (ii) only apply to compensation for non-employee director services, and the Board or the Compensation Committee may award other compensation under the LTIP to a non-employee director in excess of such limits if such compensation is for services other than non-employee director services.
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Administration
Our Compensation Committee has the authority to administer the LTIP, including the authority to select the persons who receive awards, determine the number of shares subject to awards, establish the terms and conditions of awards, including the vesting conditions of awards, and to make all other decisions and determinations necessary or advisable for administering the LTIP, consistent with the terms of the LTIP.
Our Board may exercise the powers of our Compensation Committee with respect to the LTIP and awards granted thereunder at any time.
Types and Terms of Awards
The LTIP permits the granting of:
•stock options (including both incentive and non-qualified stock options), stock appreciation rights (“SARs”),
•restricted stock,
•deferred stock and RSUs,
•dividend equivalents,
•performance awards, and
•other stock-based awards.
Stock Options and Stock Appreciation Rights.
Under the terms of the LTIP, the exercise price per share of any stock option or the base price of any stock appreciation right may not be less than 100% of the fair market value of our Class A common stock on the date of grant and the term of any such award cannot exceed 10 years. Stock options can be granted as either ISOs or nonqualified stock options.
The exercise price of a stock option is payable upon exercise, and may be payable, as determined by our Compensation Committee, either in cash, shares of our Class A common stock (including shares otherwise deliverable upon exercise) or other property, or through a combination of the foregoing.
A stock appreciation right will entitle the holder to receive the excess of the fair market value of a share of our Class A common stock on the date of exercise over the base price of the stock appreciation right.
Restricted Stock
In connection with a grant of restricted stock under the LTIP, the award recipient owns shares of our Class A common stock, subject to restrictions on transferability and vesting requirements. Holders of restricted stock awards therefore have all of the rights of a stockholder prior to the date on which the vesting requirements lapse, including the right to vote such shares and receive any dividend payments. Awards of restricted stock may require
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that any divided payments received be subject to vesting requirements or be reinvested in additional shares of restricted stock.
Deferred Stock and RSUs
The LTIP permits the grant of a right to receive shares of our Class A common stock, or the cash equivalent thereof, following a deferral period and/or the satisfaction of vesting requirements. Until such time as shares of our Class A common stock are actually delivered, the holder of a deferred stock or RSU award does not have any of the rights of a stockholder in connection with such award, but may, if provided in the applicable award agreement, have the right to receive dividend equivalents. Dividend equivalent rights may also be awarded on a freestanding basis, and in all cases, may be fully vested when paid or subject to vesting requirements or the requirement to be invested in shares of restricted stock, RSUs or another investment vehicle as our Compensation Committee may specify.
Performance Awards
The LTIP permits the grant of awards payable in shares of our Class A common stock or cash that are conditioned on the achievement of one or more performance goals established by our Compensation Committee.
Other Stock-Based Awards
The LTIP also authorizes the grant of other types of awards that are denominated or payable in, or otherwise related to, our Class A common stock, subject to terms and conditions determined by our Compensation Committee.
Change in Control
Unless an award agreement specifies otherwise, the LTIP provides that awards fully vest in connection with a change in control (as such term will be defined in the LTIP), with any applicable performance goals met at a level determined by our Compensation Committee.
No Re-Pricing
The LTIP prohibits the “re-pricing” of stock options or stock appreciation rights without the approval of our stockholders, other than for adjustments made to reflect changes in capitalization or similar events as described above. The prohibition on re-pricing includes amending an award to reduce its exercise price or base price or repurchasing or exchanging awards at a time when the award subject to the repurchase or exchange has an exercise price or base price in excess of the then fair market value.
Foreign Awards
In order to comply with the laws in other countries in which we operate or have employees, including to provide for tax qualification of awards under any such country's laws, or otherwise to foster and promote achievement of the purposes of the LTIP, the Compensation Committee, in its sole discretion, has authority, without amending the LTIP, to adopt subplans or non-U.S. appendices thereunder and/or to modify the terms and conditions
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of awards granted to individuals who are then resident or primarily employed outside the United States or to grant awards to such individuals, including pursuant to any subplan adopted under the LTIP, on terms and conditions that are different from those specified in the LTIP.
Additional Forfeiture Provisions
In addition to any vesting requirements and associated forfeiture provisions provided for in connection with the grant of an award under the LTIP, awards under the LTIP are subject to our clawback policy and any other clawback policy we may implement and our Compensation Committee has the authority under the LTIP to condition the grant of an award or the ability to retain any profit or gain realized in connection with an award upon compliance with restrictive covenants or the absence of a restatement of our financial statements.
Termination and Amendment
The LTIP become effective on May 2, 2019, and will terminate on May 2, 2029, unless terminated before then by our Board. Our Board is generally able to amend or terminate the LTIP at any time, except (1) stockholder approval is required for any amendment where such approval is required pursuant to law or applicable stock exchange regulation, and (2) any amendment that would materially and adversely affect the rights of an award holder will require the consent of such holder.
Federal Income Tax Implications of the LTIP
We believe that under current law the following U.S. federal income tax consequences generally would arise with respect to awards under the LTIP.
The grant of an option or a SAR will create no U.S. federal income tax consequences for the participant or the Company. A participant will not have taxable income upon exercising an option that is an ISO, except that the alternative minimum tax may apply. Upon exercising an option that is not an ISO, the participant generally must recognize ordinary income equal to the difference between the exercise price and the fair market value of the freely transferable or non-forfeitable shares acquired on the date of exercise. Upon exercising a SAR, the participant must generally recognize ordinary income equal to the cash or the fair market value of the shares received.
Upon a disposition of shares acquired upon exercise of an ISO before the end of the applicable ISO holding periods, the participant must generally recognize ordinary income equal to the lesser of (1) the fair market value of the ISO shares at the date of exercise minus the exercise price and (2) the amount realized upon the disposition of the ISO shares minus the exercise price. For all options, a participant’s sale of shares acquired by exercise of the option generally will result in short-term or long-term capital gain or loss measured by the difference between the sale price and the participant’s tax “basis” in such shares. The tax “basis” normally is the exercise price plus any amount he or she recognized as ordinary income in connection with the option’s exercise (or upon sale of the option shares in the case of an ISO). A participant’s sale of shares acquired by exercise of a SAR generally will result in short-term or long-term capital gain or loss measured by the difference between the sale price and the participant’s
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tax “basis” in the shares, which normally is the amount he or she recognized as ordinary income in connection with the SAR’s exercise.
We normally can claim a tax deduction equal to the amount recognized as ordinary income by a participant in connection with the exercise of an option or SAR, but no tax deduction relating to a participant’s capital gains. Accordingly, we will not be entitled to any tax deduction with respect to an ISO if the participant holds the shares for the applicable ISO holding periods prior to selling the shares.
Awards other than options and SARs that result in a transfer to the participant of cash or shares or other property generally will have terms intended to meet applicable requirements under Section 409A of the Internal Revenue Code, which regulates deferred compensation. If no restriction on transferability or substantial risk of forfeiture applies to amounts distributed to a participant, the participant generally must recognize ordinary income equal to the cash or the fair market value of shares actually received. Thus, for example, if we grant an award of RSUs that has vested or requires or permits deferral of receipt of cash or shares under a vested award, the participant should not become subject to income tax until the time at which shares or cash are actually distributed, and we would become entitled to claim a tax deduction at that time.
On the other hand, if a restriction on transferability and substantial risk of forfeiture applies to shares or other property actually distributed to a participant under an award (such as, for example, a grant of restricted stock), the participant generally must recognize ordinary income equal to the fair market value of the transferred amounts at the earliest time either the transferability restriction or risk of forfeiture lapses. In all cases, we can claim a tax deduction in an amount equal to the ordinary income recognized by the participant, except as discussed below. A participant may elect to be taxed at the time of grant of restricted stock or other property rather than upon lapse of restrictions on transferability or the risk of forfeiture, but if the participant subsequently forfeits such shares or property he or she would not be entitled to any tax deduction, including as a capital loss, for the value of the shares or property on which he or she previously paid tax.
Any award that is deemed to be a deferral arrangement (that is, not excluded or exempted under the tax regulations) will be subject to Section 409A of the Internal Revenue Code. Participant elections to defer compensation under such awards and as to the timing of distributions relating to such awards must meet requirements under Section 409A of the Internal Revenue Code in order for income taxation to be deferred upon vesting of the award and tax penalties to be avoided by the participant.
Some options and SARs may be subject to Section 409A of the Internal Revenue Code, which regulates deferral arrangements. In such case, the distribution to the participant of shares or cash relating to the award would have to be restricted in order for the participant not to be subject to tax and a tax penalty at the time of vesting. In particular, the participant’s discretionary exercise of the option or SAR could not be permitted over a period extending more than a year in most cases. If the distribution and other award terms meet Section 409A of the Internal Revenue Code’s requirements, the participant would realize ordinary income at the time of distribution of shares or cash rather than exercise, with the amount of ordinary income equal to the distribution date value of the
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shares or cash less any exercise price actually paid. We would not be entitled to a tax deduction at the time of exercise, but would become entitled to a tax deduction at the time shares are delivered at the end of the deferral period.
Section 162(m) of the Internal Revenue Code currently provides that if, in any year, the compensation that is paid to one of our named executive officers (or any person who was a named executive officer for any year beginning with 2017) exceeds $1,000,000, any amounts that exceed the $1,000,000 threshold will generally not be deductible by us for federal income tax purposes. In addition, compensation to certain employees resulting from vesting of awards in connection with a change in control or termination following a change in control also may be non-deductible under Sections 4999 and 280G of the Internal Revenue Code.
The foregoing provides only a general description of the application of U.S. federal income tax laws to certain awards under the LTIP. This discussion is intended for the information of stockholders considering how to vote at the annual meeting and not as tax guidance to participants in the LTIP, as the consequences may vary with the types of awards made, the identity of the recipients and the method of payment or settlement. Different tax rules may apply, including in the case of variations in transactions that are permitted under the LTIP (such as payment of the exercise price of an option by surrender of previously acquired shares). The summary does not address in any detail the effects of other federal taxes (including possible “golden parachute” excise taxes) or taxes imposed under state, local or foreign tax laws.
No awards have been granted at this time subject to the approval of the proposed amendment of the LTIP. If stockholders do not approve the proposed amendment of the LTIP, the LTIP will remain in effect in accordance with its current terms.
New Plan Benefits
All future awards to directors, executive officers and employees will be made at the discretion of the Board or the Compensation Committee. Therefore, we cannot determine future benefits under the LTIP at this time. Information regarding our recent practices with respect to equity-based compensation under the LTIP is presented elsewhere in this Proxy Statement and in our annual report on Form 10-K for the fiscal year ended December 31, 2020.
Equity Compensation Plan Information
The following table provides information about the shares of our Class A common stock that may be issued upon the exercise of stock options, warrants and other stock rights under all of our equity compensation plans as of December 31, 2020.
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Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)

Weighted average
exercise price of
outstanding
options, warrants
and rights (2)
(b)

Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
(c)
Equity compensation plans approved by security holders (1)
4,122,027$02,469,971
Equity compensation plans not approved by security holders---
(1)     The “Equity compensation plans approved by security holders” includes 2,219,971 shares of Class A common stock that may be issued under the LTIP and 250,000 shares of Class A common stock that may be issued under the ESPP.
(2)     Since all outstanding awards consist of RSUs, which do not have an exercise price, the weighted average exercise price for all outstanding awards is $0.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF
THE AMENDMENT TO THE LONG-TERM INCENTIVE PLAN

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PROPOSAL 3

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP

AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm (“independent auditor”) for the fiscal year ending December 31, 2021,2023, and stockholders are being asked to ratify such appointment at the annual meeting.
Representatives of Deloitte & Touche LLP are expected to be present at the meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders.
Approval of the proposal to ratify the appointment of the independent auditor requires the affirmative vote of a majority of the shares entitled to vote represented at the meeting. If the appointment is not ratified by stockholders, the Audit Committee will reconsider such appointment and may choose in its sole discretion to confirm the appointment of Deloitte & Touche LLP or to engage a different firm to serve as the Company’s independent auditor.
Fees Paid to ourOur Independent Registered Public Accounting Firm
Aggregate fees billed to us for the fiscal year ended December 31, 20202022 by our independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates were approximately:
2020 Fees ($ in millions)2019 Fees ($ in millions)
​​
2022 Fees
($ in millions)
​
2021 Fees
($ in millions)
​
Audit Fees:Audit Fees:$0.75$1.41​​$1.09​​​$0.75​​
Audit-Related Fees:Audit-Related Fees:$0.02$0.03​​​—​​​$0.33​​
Tax Fees:Tax Fees:$0.37$0.73​​$0.19​​​$0.32​​
All Other Fees:All Other Fees:--​​​—​​​​—​​
The Audit Fees listed above were billed in connection with the audit of our annual consolidated financial statements included in our Annual Reports on Form 10-K and the reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for 2019, other professional services related to our IPO, including in relation to our registration statement on Form S-1.10-Q. Audit-Related Fees listed above for 20202021 were billed for a consent in connection with a Form S-8 and for 2019 were billed in connection2021 also for advisory services associated with a comfort letter issued in connection with underwriters’ partial exercise of their over-allotment optionmergers and a consent in connection with a Form S-8.acquisitions. The Tax Fees listed above for 20202022 and 20192021 were billed for tax compliance and advice. All of the fees set forth in the table above were pre-approved by either the Scientific Games Audit Committee (for the period prior to the IPO and formation of our Audit Committee) and by our Audit Committee for the period after the IPO and formation of our Audit Committee in accordance with the procedures described below.
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Pre-Approval Policy for Services Performed by ourOur Independent Registered Public Accounting Firm
The Audit Committee has responsibility for the appointment, compensation and oversight of the work of the independent auditor. As part of this responsibility, the Audit Committee must pre-approve all permissible services to be performed by the independent auditor.
The Audit Committee has adopted an auditor pre-approval policy that sets forth the procedures and conditions pursuant to which pre-approval may be given for services performed by the independent auditor. Under the policy, the Audit Committee must give prior approval for any amount or type of service within four categories -— audit, audit-related, tax services or, to the extent permitted by law, other services -— that the independent auditor provides. Prior to the annual engagement, the Audit Committee may grant general pre-approval for independent auditor services within these four categories at maximum pre-approved fee levels. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval and, in those instances, such service will require separate pre-approval by the Audit Committee if it is to be provided by the independent auditor. For any pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence, whether the auditor is best-positioned to provide the most cost-effective and efficient service and whether the service might enhance the Company’s ability to manage

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or control risk or improve audit quality. The Audit Committee may delegate to one or more of its members authority to approve a request for pre-approval, provided the member reports any approval so given to the Audit Committee at its next scheduled meeting.
THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 20212023
OTHER MATTERS
We are not aware of any matter other than those described in this Proxy Statement that will be acted upon at the annual meeting. In the event that any other matter properly comes before the meeting for a vote of stockholders, the persons named as proxies in the enclosed form of proxy will vote in accordance with their best judgment on such other matter.
We will pay the costs of proxy solicitation. Proxies are being solicited primarily by mail, but, in addition, our officers and employees may solicit proxies in person, by telephone or electronically.
Due to rounding, certain numbers presented herein may not precisely recalculate.

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STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Proxy Statement Proposals
Pursuant to Rule 14a-8 under the Exchange Act, if a person wants to submit a proposal for inclusion in our proxy materials for the 20222024 annual meeting of stockholders, it must be received at our principal executive offices, 6601 Bermuda Road, Las Vegas, Nevada 89119, Attention: Secretary, not less than 120 days before the anniversary of the date this Proxy Statement is released to stockholders, unless the date of the 20222024 annual meeting of
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stockholders is more than 30 days before or after June 9, 2022,7, 2023, in which case the proposal must be received a reasonable time before we begin to print and mailmake our proxy materials.materials available. Since this Proxy Statement will first be first mailedmade available to our stockholders on April 28, 2021,2023, the proposal must be received not later than December 29, 2021.30, 2023. In order to avoid controversy, stockholders should submit proposals by means, including electronic means, which permit them to prove the date of delivery.
Other Proposals and Nominations
For any proposal or director nomination that is not submitted for inclusion in next year’s proxy statement pursuant to the process set forth above, but is instead sought to be presented directly at the 20222024 annual meeting of stockholders, stockholders are advised to review our Second Amended and Restated Bylaws as they contain requirements with respect to advance notice of stockholder proposals and director nominations. To be timely, the notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual meeting of stockholders. Accordingly, any such stockholder proposal or director nomination must be received between February 9, 20228, 2024 and the close of business on March 11, 20229, 2024 for the 20222024 annual meeting of stockholders. In the event that the 20222024 annual meeting of stockholders is convened more than 30 days prior to or delayed by more than 60 days after June 9, 2022,7, 2024, notice by the stockholder, to be timely, must be received no earlier than the 120th day prior to the 20222024 annual meeting of stockholders and no later than the later of (i) the 90th day prior to the 20222024 annual meeting of stockholders and (ii) the tenth day following the day on which we publicly announce the date of the 20222024 annual meeting of stockholders if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting. In addition to satisfying the foregoing advance notice deadlines and information requirements set forth in our Second Amended and Restated Bylaws, any shareholder intending to submit a nomination for director to the Board other than the Company’s nominees must comply with the additional requirements prescribed by Rule 14a-19 under the Exchange Act.
All proposals should be sent to our principal executive offices at 6601 Bermuda Road, Las Vegas, Nevada 89119, Attention: Secretary.
These advance notice provisions are in addition to, and separate from, the requirements that a stockholder must meet in order to have a proposal included in the proxy statement under the rules of the SEC.
A proxy granted by a stockholder will give discretionary authority to the proxies to vote on any matters introduced pursuant to the above advance notice bylaw provisions, subject to applicable rules of the SEC.
Copies of our Second Amended and Restated Bylaws can be accessed through the Investors -— Corporate Governance -— Bylaws link on our website at www.sciplay.com, or are available by request to the Secretary at the address set forth above.
Your cooperation in giving this matter your immediate attention and in returning your proxy promptly will be appreciated.

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​​​
​By Order of the Board of Directors
image_21a.jpg
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​​​​

[MISSING IMAGE: sg_danieloquinn-bw.jpg]
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​Dated: April 26, 202128, 2023
Michael F. Winterscheidt
​
​Daniel O’Quinn
Interim Chief AccountingFinancial Officer and Secretary
​
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Appendix A
46

Appendix A
Reconciliation of STIP Revenue to Revenue and Adjusted EBITDA and STIP AEBITDA to Net Income
We use Short Term Incentive Plan (“STIP”) Revenue Adjusted EBITDA and STIP AEBITDA, all non-GAAP measures, as metrics for purposes of determining incentive compensation payouts. STIP Revenue is defined as consolidated SciPlay revenue calculated under GAAP, with the removal of revenue attributable to acquisitions. Adjusted EBITDA and STIP AEBITDA include net income attributable to SciPlay, before: (1)(1) net income attributable to noncontrolling interest; (2) interest expense; (3) income tax (benefit) expense; (4) depreciation and amortization; (5) restructuring and other, which includes charges or expenses attributable to: (a) employee severance; (b) management changes; (c) restructuring and integration; (d) M&A and other, which includes: (i) M&A transaction costs; (ii) purchase accounting adjustments; (iii) unusual items (including certain legal settlements); and (iv) other non-cash items; and (e) cost-savings initiatives; (6) stock-based compensation; (7) loss (gain) on debt financing transactions; (8) other expense (income) including foreign currency (gains) and losses; (9) in the case of STIP AEBITDA only, other adjustments for (a) financial results attributable to acquisitions; (b) royalties paid under our intercompany license agreement to Scientific Games for use of third party intellectual property; (c) service fees paid to Scientific Games; and (d) public company related costs.acquisitions.
The following table reconciles STIP Revenue to revenuerevenue:
($ in millions)Year Ended December 31, 2020
Revenue$582.2
STIP Adjustments:
Less revenue attributable to acquisitions(4.2)
STIP Revenue$578.0


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($ in millions)​​
Year Ended
December 31, 2022
​
Revenue​​​$671.0​​
Less revenue attributable to acquisitions​​​​21.7​​
STIP Revenue​​​$649.3​​
The following table reconciles Adjusted EBITDA and STIP AEBITDA to net income:
($ in millions)​​
Year Ended
December 31, 2022
​
Net income attributable to SciPlay​​​$22.4​​
Net income attributable to noncontrolling interest​​​​128.4​​
Net income​​​​150.8​​
Restructuring and other​​​​5.1​​
Depreciation and amortization​​​​21.4​​
Income tax expense​​​​0.7​​
Stock-based compensation​​​​11.8​​
Other (income) expense, net​​​​(3.0)​​
SciPlay Adjusted EBITDA​​​​186.8​​
Less: Results attributable to acquisitions​​​​0.7​​
STIP AEBITDA​​​$186.1​​
($ in millions)Year Ended December 31, 2020
Net income attributable to SciPlay$20.9
Net income attributable to noncontrolling interest125.1
Net income146.0
Restructuring and other2.0
Depreciation and amortization9.7
Income tax expense8.4
Stock-based compensation22.0
Other expense, net0.6
SciPlay Adjusted EBITDA188.7
STIP Adjustments:
Results attributable to acquisitions(0.3)
Third-party intellectual property3.9
Scientific Games service fee4.9
Public company related costs5.7
STIP AEBITDA$202.9

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Appendix B
AMENDED AND RESTATED SCIPLAY CORPORATION LONG-TERM INCENTIVE PLAN

1.    Purpose. The purpose of this amended and restated Long-Term Incentive Plan (the “Plan”), is to assist SciPlay Corporation, a Nevada corporation (the “Company”), and its subsidiaries in attracting, retaining, motivating and rewarding executives, directors, employees, and other persons who provide services to the Company and/or its subsidiaries, to provide for equitable and competitive compensation opportunities, to encourage long-term service, to recognize individual contributions and reward achievement of Company goals, and promote the creation of long-term value for stockholders by closely aligning the interests of participants with those of stockholders. The Plan authorizes stock-based and cash-based performance incentives for participants, to encourage such persons to expend their maximum efforts in the creation of stockholder value.
2.    Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof:
(a)    “409A Awards” means Awards that constitute a deferral of compensation under Code Section 409A.
(b)    “Award” means any award of Options, SARs, Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of another award, Dividend Equivalents, Other Stock-Based Award or Performance Award together with any other right or interest granted to a Participant under the Plan.
(c)    “Beneficiary” means the person, persons, trust, or trusts which have been designated by a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participant’s death to the extent permitted under Section 10(b) hereof. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person, persons, trust, or trusts entitled by will or the laws of descent and distribution to receive such benefits.
(d)    “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.
(e)    “Board” means the Company’s Board of Directors.
(f)    “Change in Control” means Change in Control as defined with related terms in Section 9 hereof.
(g)    “Change in Control Price” means the amount calculated in accordance with Section 9(c) hereof.
(h)    “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations, proposed regulations and other applicable guidance or pronouncement of the Department of the Treasury and Internal Revenue Service.
(i)    “Committee” means the Compensation Committee of the Board, the composition and governance of which is established in the Committee’s Charter as approved from time to time by the Board and other corporate governance documents of the Company, or another committee or subcommittee of the Board as appointed by the Board, to the extent permitted by applicable law. No action of the Committee shall be void or deemed to be without authority due to the failure of any member, at the time the action was taken, to meet any qualification standard set forth in the Committee’s Charter or the Plan.
(j)    “Continuing Company” means the entity resulting from the consummation of a transaction involving the Company, including a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries.

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(k)    “Deferred Stock” means a conditional right, granted to a Participant under Section 6(e) hereof, to receive Stock, at the end of a specified vesting and/or deferral period.
(l)    “Dividend Equivalent” means a conditional right, granted to a Participant under Section 6(g) hereof, to receive cash, Stock, other Awards, or other property equal in value to dividends paid with respect to a specified number of shares of Stock.
(m)    “Eligible Person” means each executive officer and other officer or employee of the Company or any of its subsidiaries or affiliates, including each such person who may also be a director of the Company, each non-employee director of the Company, each other consultant or adviser who provides substantial services to the Company and/or its subsidiaries or affiliates and who is designated as eligible by the Committee, and any person who has been offered employment by the Company or a subsidiary or affiliate, provided that such prospective employee may not receive any payment or exercise any right relating to an Award until such person has commenced employment with the Company or a subsidiary or affiliate. An employee on leave of absence may be considered as still in the employ of the Company or a subsidiary or affiliate for purposes of eligibility for participation in the Plan.
(n)    “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.
(o)    “Fair Market Value” means, as of any given date, the fair market value of Stock, Awards, or other property as determined in good faith by the Committee or under procedures established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Stock shall be the average of the high and low sales prices of Stock on a given date or, if there are no sales on that date, on the latest previous date on which there were sales, reported for composite transactions in securities listed on the principal trading market on which Stock is then listed. Fair Market Value relating to the exercise price or grant price of any Option or SAR that is intended to be a Non-409A Award shall conform to requirements under Code Section 409A.
(p)    “Incentive Stock Option” or “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Code Section 422 or any successor provision thereto.
(q)    “Non-409A Awards” means Awards that do not constitute a deferral of compensation under Code Section 409A. Although the Committee retains authority under the Plan to grant Awards on terms that will qualify them as 409A Awards, Awards will be interpreted in a manner such that they will qualify as Non-409A Awards (with conforming terms, as provided in Section 10(h) hereof) unless otherwise expressly specified by the Committee.
(r)    “Option” means a conditional right, granted to a Participant under Section 6(b) hereof, to purchase Stock or other Awards at a specified price during specified time periods.
(s)    “Other Stock-Based Awards” means Awards granted to a Participant under Section 6(h) hereof.
(t)    “Participant” means a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer an Eligible Person.
(u)    “Performance Award” means a conditional right, granted to a Participant under Section 7 hereof, to receive cash, Stock, or other Awards or payments, as determined by the Committee, based upon the achievement of performance criteria specified by the Committee.
(v)    “Performance Goals” means: (1) earnings per share (basic or fully diluted); (2) revenues; (3) earnings, before or after taxes, from operations (generally or specified operations), before or after interest expense, depreciation, amortization, incentives, or extraordinary or special items or other adjustments; (4) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (5) return on net assets, return on assets, return on investment, return on capital, return on equity; (6) economic value created; (7) operating margin or operating expense; (8) net income; (9) Stock price or

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total stockholder return; and (10) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals, new products, ventures or facilities, cost targets, internal controls, compliance, customer satisfaction and services, human resources management, supervision of litigation and information technology and goals relating to acquisitions or divestitures of subsidiaries, affiliates, joint ventures or facilities, in each case, in absolute terms, as a goal relative to performance in prior periods or as a goal compared to the performance of one or more comparable companies or an index covering multiple companies.
(w)    “Restricted Stock” means Stock granted to a Participant under Section 6(d) hereof, that is subject to certain restrictions and to a risk of forfeiture.
(x)    “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.
(y)    “Stock” means the Company’s Class A Common Stock, $0.001 par value, and such other securities as may be substituted (or resubstituted) for Stock pursuant to Section 10(c) hereof.
(z)    “Stock Appreciation Rights” or “SAR” means a conditional right granted to a Participant under Section 6(c) hereof.
(aa)    “Voting Securities” means voting securities of an entity, which in the case of a corporation, shall mean those securities eligible to vote for the election of the corporation’s board of directors.
3.    Administration.
(a)    Authority of the Committee. Except as otherwise provided below, the Plan shall be administered by the Committee. The Committee shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number, and other terms and conditions of, and all other matters relating to, Awards, prescribe Award agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe and interpret the Plan and Award agreements and correct defects, supply omissions, or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. The foregoing notwithstanding, the Board shall perform the functions of the Committee for purposes of granting Awards under the Plan to non-employee directors, and may perform any function of the Committee under the Plan for any purpose (subject to Nasdaq Listing Rule 5635(c)), including for the purpose of ensuring that transactions under the Plan by Participants who are then subject to Section 16 of the Exchange Act in respect of the Company are exempt under Rule 16b-3. In any case in which the Board is performing a function of the Committee under the Plan, each reference to the Committee herein shall be deemed to refer to the Board, except where the context otherwise requires. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its subsidiaries, Participants, Beneficiaries, transferees under Section 10(b) hereof, or other persons claiming rights from or through a Participant, and stockholders.
(b)    Manner of Exercise of Committee Authority. The Committee may act through subcommittees, including for purposes of perfecting exemptions under Rule 16b-3, in which case the subcommittee shall be subject to and have authority under the charter applicable to the Committee, and the acts of the subcommittee shall be deemed to be acts of the Committee hereunder. The Committee may otherwise act with members of the Committee abstaining or recusing themselves to ensure compliance with regulatory requirements or to promote effective governance, as determined by the Committee. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any subsidiary or affiliate, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions, as the Committee may determine, to the fullest extent permitted under Section 78.200 and other applicable provisions of the Nevada Revised Statutes. The Committee may appoint agents to assist it in administering the Plan.

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(c)    Limitation of Liability. The Committee and each member thereof, and any person acting pursuant to authority delegated by the Committee, shall be entitled, in good faith, to rely or act upon any report or other information furnished by any executive officer, other officer or employee of the Company or a subsidiary or affiliate, the Company’s independent auditors, certified public accountants, consultants or any other agents assisting in the administration of the Plan. Members of the Committee, any person acting pursuant to authority delegated by the Committee, and any officer or employee of the Company or a subsidiary or affiliate acting at the direction or on behalf of the Committee or a delegee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination. The foregoing right of indemnification shall not be available to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of the person seeking indemnity giving rise to the indemnification claim resulted from such person’s bad faith, fraud or willful criminal act or omission. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s organizational documents relating to the creation and governance of the Company or the Committee, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
4.    Shares Available Under the Plan.
(a)    Number of Shares Available for Delivery. Subject to adjustment as provided in Section 10(c) hereof, the total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall be equal to the sum of 3,000,000 plus 6,500,000, all of which may be granted as ISOs. Any shares of Stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares.
(b)    Share Counting Rules. Subject to the provisions of this Section 4(b), the Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award. Any shares which are (i) underlying an Option or SAR which is cancelled or terminated without having been exercised, including due to expiration or forfeiture, (ii) subject to an Award (other than an Option or SAR) which is cancelled, terminated or forfeited, (iii) not delivered to a Participant because all or a portion of the Award is settled in cash, (iv) withheld upon exercise of an Option to satisfy the exercise price (including the Option shares equal to the number of shares separately surrendered to pay the exercise price), (v) subject to a SAR but in excess of the number of shares actually delivered to the Participant upon exercise of the SAR, or (vi) withheld in connection with an Award to satisfy tax withholding obligations, shall in each case again be available for Awards under the Plan. Shares repurchased on the open market with the proceeds from the exercise of an Option may not again be made available for Awards under the Plan. The payment of dividends and Dividend Equivalents, other than in shares of Stock, in conjunction with outstanding Awards shall not be counted against the shares available for Awards under the Plan. In addition, in the case of any Award granted in substitution for an award of a company or business acquired by the Company or a subsidiary or affiliate, shares issued or issuable in connection with such substitute Award shall not be counted against the number of shares reserved under the Plan, but shall be available under the Plan by virtue of the Company’s assumption of the plan or arrangement of the acquired company or business except as may be required by reason of Section 422 of the Code. This Section 4(b) shall apply to the number of shares reserved and available for ISOs only to the extent consistent with applicable regulations relating to ISOs under the Code. Because shares will count against the number reserved in Section 4(a) upon delivery (or later vesting) and subject to the share counting rules under this Section 4(b), the Committee may determine that Awards may be outstanding that relate to more shares than the aggregate remaining available under the Plan, so long as Awards will not result in delivery and vesting of shares in excess of the number then available under the Plan.
5.    Eligibility; Per-Person Award Limitations.
(a)    Grants to Eligible Persons. Awards may be granted under the Plan only to Eligible Persons.
(b)    Annual Per Person Limits. Subject to adjustment as provided in Section 10(c), (i) with respect to any Awards denominated in Shares, no more than 50,000 Shares may be subject to such Awards granted to any one

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non-employee director in any fiscal year of the Company under the Plan and (ii) with respect to Awards not denominated in Shares, including cash retainer fees, the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than Shares that may be paid or delivered pursuant to such Awards to any one non-employee director in any fiscal year of the Company shall be equal to $500,000. For the avoidance of doubt, the Board may award compensation in excess of the limits set forth in clauses (i) and (ii) for individual non-employee directors in consideration for additional services provided to the Company (e.g., consulting services), as the Board may determine in its discretion. Subject to adjustment as provided in Section 10(c), (A) with respect to any Awards denominated in Shares, no more than 1,250,000 Shares may be subject to such Awards granted to any one Eligible Person other than a non-employee director in any fiscal year of the Company under the Plan and (B) with respect to Awards not denominated in Shares, the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than Shares that may be paid or delivered pursuant to such Awards to any one Eligible Person other than a non-employee director in any fiscal year of the Company under the Plan shall be equal to $3 million. For these purposes, an Eligible Person’s annual limits pursuant to clause (i) or (A), as applicable, are used to the extent a number of Shares may be potentially received under an Award, regardless of whether such Shares are in fact received.
6.    Specific Terms of Awards.
(a)    General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Sections 10(e) and 10(h) hereof), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment by the Participant and terms permitting a Participant to make elections relating to his or her Award. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under the Plan, subject to Section 10(h) hereof. The Committee shall require the payment of lawful consideration for an Award to the extent necessary to satisfy the requirements of the Nevada Revised Statutes, and may otherwise require payment of consideration for an Award except as limited by the Plan.
(b)    Options. The Committee is authorized to grant Options to Participants on the following terms and conditions:
(i)    Exercise Price. The exercise price per share of Stock purchasable under an Option shall be determined by the Committee, provided that such exercise price shall be not less than the Fair Market Value of a share of Stock on the date of grant of such Option except that, in connection with a merger, consolidation or reorganization of the Company or any of its subsidiaries, the Committee may grant Options with an exercise price per share less than the market value of the Common Stock on the date of grant if such Options are granted in exchange for, or upon conversion of, options to purchase capital stock of any other entity which is a party to such merger, consolidation or reorganization, and such Option so granted does not enlarge the aggregate in-the-money value of the original award at the acquisition date.
(ii)    Time and Method of Exercise. The Committee shall determine the term of the Option, subject to Section 8(b) hereof, and the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), whether or not the Option will be a 409A Award or Non-409A Award, the methods by which such exercise price may be paid or deemed to be paid, the form of such payment (subject to Sections 10(h) and (i) hereof), including, without limitation, cash, Stock (including Stock deliverable upon exercise, other Awards or awards granted under other plans of the Company or any subsidiary or affiliate, or other property (including through broker-assisted “cashless exercise” arrangements, to the extent permitted by applicable law), and the methods by or forms in which Stock will be delivered or deemed to be delivered in satisfaction of Options to Participants (including, to the extent permitted under Code Section 409A, deferred delivery of shares as mandated by the Committee, with such deferred shares subject to any vesting, forfeiture or other terms as the Committee may specify).

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(iii)    ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Code Section 422. ISOs may be granted only to employees of the Company or any of its subsidiaries. To the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of the Stock with respect to which ISOs granted under this Plan and all other plans of the Company and any subsidiary are first exercisable by any employee during any calendar year shall exceed the maximum limit (currently, $100,000), if any, imposed from time to time under Code Section 422, such Options shall be treated as Options that are not ISOs.
(c)    Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants on the following terms and conditions:
(i)    Right to Payment. A SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price per share of the SAR as determined by the Committee, which grant price shall be not less than the Fair Market Value of a share of Stock on the date of grant of such SAR.
(ii)    Other Terms. The Committee shall determine, at the date of grant or thereafter, the term of each SAR, subject to Section 8(b) hereof, the time or times at which and the circumstances under which an SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Participants, whether or not the SAR will be a 409A Award or Non-409A Award, and any other terms and conditions of any SAR. The Committee may require that an outstanding Option be exchanged for a SAR exercisable for Stock having vesting, expiration, and other terms substantially the same as the Option.
(d)    Restricted Stock. The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:
(i)    Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture, and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any Award agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the restricted period applicable to the Restricted Stock, subject to Section 10(b) hereof, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined, or otherwise encumbered by the Participant.
(ii)    Forfeiture. Except as otherwise determined by the Committee, upon termination of employment during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided that the Committee may provide, by rule or regulation or in any Award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock.
(iii)    Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and/or that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.
(iv)    Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may require that any cash dividends paid on a share of Restricted Stock be automatically reinvested in

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additional shares of Restricted Stock or applied to the purchase of additional Awards under the Plan. Stock distributed in connection with a Stock split or Stock dividend, and cash or other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock, cash or other property has been distributed.
(e)    Deferred Stock. The Committee is authorized to grant Deferred Stock to Participants, which are rights to receive Stock at the end of a specified vesting and/or deferral period, subject to the following terms and conditions:
(i)    Award and Restrictions. Settlement of an Award of Deferred Stock shall occur upon satisfaction of the vesting criteria and/or expiration of the deferral period specified for such Deferred Stock by the Committee (or, if permitted by the Committee, as elected by the Participant). Deferred Stock shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine.
(ii)    Forfeiture. Except as otherwise determined by the Committee, upon termination of employment during the applicable vesting and/or deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award agreement evidencing the Deferred Stock), all Deferred Stock that is at that time subject to vesting and/or deferral (other than a deferral at the election of the Participant) shall be forfeited; provided that the Committee may provide, by rule or regulation or in any Award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Deferred Stock shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Deferred Stock. Deferred Stock subject to a risk of forfeiture may be called “restricted stock units” or otherwise designated by the Committee.
(iii)    Dividend Equivalents. Unless otherwise determined by the Committee at date of grant, Dividend Equivalents on the specified number of shares of Stock covered by an Award of Deferred Stock shall be awarded. Such Dividend Equivalents shall either accrue with respect to such Deferred Stock at the dividend payment date in cash or in shares of Stock or additional Awards of Deferred Stock having a Fair Market Value equal to the amount of such dividends, in each case, subject to the same vesting and/or deferral conditions as the underlying Award of Deferred Stock to which such Dividend Equivalents relate. Dividend Equivalents accrued in cash may be deemed invested in such investment vehicles as the Committee shall determine or permit the Participant to elect.
(f)    Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of obligations of the Company or a subsidiary or affiliate to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Committee.
(g)    Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to a Participant, entitling the Participant to receive cash, Stock, other Awards, or other property equivalent to all or a portion of the dividends paid with respect to a specified number of shares of Stock. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles, and subject to restrictions on transferability, risks of forfeiture and such other terms as the Committee may specify. The foregoing notwithstanding, (i) dividends and dividend equivalents will not be credited or payable with respect to an Option or SAR, except that this provision will not limit adjustments authorized under Section 10(c) hereof; and (ii) in the event Dividend Equivalents are awarded in connection with another Award, the Participant shall receive such Dividend Equivalents only to the extent that the applicable vesting criteria for such Award have been satisfied and, in the case of Dividend Equivalents relating to a Performance Award, such Dividend Equivalents shall be forfeitable to the extent the related Performance Award remains forfeitable upon failure to achieve the specified performance conditions.

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(h)    Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified subsidiaries or affiliates. The Committee shall determine the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine.
7.    Performance Awards. The Committee is authorized to grant Performance Awards on the terms and conditions specified in this Section 7. Performance Awards may be denominated as a cash amount, number of shares of Stock, or specified number of other Awards (or a combination) which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, or the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee, including any Performance Goals; provided that, in the case of non-employee directors, the Committee may grant cash retainers or other fees that are not subject to performance conditions. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except in the case of any Performance Award denominated in shares at the grant date (i.e., an Award classified as equity under Financial Accounting Standards Board (FASB) Accounting Standards Codification 718 (“FASB ASC Topic 718”)), no discretion to increase the amounts payable (except as provided under Section 10(c) hereof) shall be reserved unless such reservation of discretion is expressly stated by the Committee at the time it acts to authorize or approve the grant of such Performance Award.
8.    Certain Provisions Applicable to Awards.
(a)    Substitute Awards. Subject to the restrictions on “repricing” set forth in Section 10(e) hereof, Awards granted under the Plan may, in the discretion of the Committee, be granted in substitution or exchange for, any other Award or any award granted under another plan of the Company, any subsidiary or affiliate, or any business entity to be acquired by the Company or a subsidiary or affiliate, or any other right of a Participant to receive payment from the Company or any subsidiary or affiliate.
(b)    Term of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided that in no event shall the term of any Option or SAR exceed a period of ten years (or, in the case of an ISO, such shorter term as may be required under Code Section 422).
(c)    Form and Timing of Payment under Awards; Deferrals. Subject to the terms of the Plan (including Sections 10(h) and (i) hereof) and any applicable Award agreement, payments to be made by the Company or a subsidiary upon the exercise of an Option or other Award or settlement of an Award may be made in cash, Stock, other Awards, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The settlement of any Award may be accelerated in the discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change in Control, subject to Sections 10(h) and (i) hereof). Installment or deferred payments may be required by the Committee (subject to Sections 10(e) and 10(h) hereof, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the original Award agreement) or permitted at the election of the Participant on terms and conditions established by the Committee. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock. Any payment deferred pursuant to this Section 8(c) shall represent only an unfunded, unsecured promise by the Company to pay the amount credited thereto to the Participant in the future. In the case of any 409A Award that is vested and no longer subject to a risk of forfeiture

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(within the meaning of Code Section 83) and deferred at the election of the Participant, such Award will be distributed to the Participant, upon application of the Participant, if the Participant has had an unforeseeable emergency within the meaning of Code Sections 409A(a)(2)(A)(vi) and 409A(a)(2)(B)(ii), in accordance with Code Section 409A(a)(2)(B)(ii).
(d)    Additional Award Forfeiture Provisions. The Committee may condition a Participant’s right to receive a grant of an Award, to exercise the Award, to retain Stock acquired in connection with an Award, or to retain the profit or gain realized by a Participant in connection with an Award, including cash received upon sale of Stock acquired in connection with an Award, upon compliance by the Participant with specified conditions relating to non-competition, confidentiality of information relating to the Company, non-solicitation of customers, suppliers, and employees of the Company, cooperation in litigation, non-disparagement of the Company and its officers, directors and affiliates, the absence of a restatement of the Company’s financial statements, and other restrictions upon, or covenants of, the Participant, including during specified periods following termination of employment or service to the Company.
(e)    Exemptions from Section 16(b) Liability. With respect to a Participant who is then subject to the reporting requirements of Section 16(a) of the Exchange Act in respect of the Company, the Committee shall implement transactions under the Plan and administer the Plan in a manner intended to cause each transaction with respect to such Participant to be exempt from liability under Rule 16b-3 or otherwise not subject to liability under Section 16(b), except that this provision shall not limit sales by such a Participant, and such a Participant may elect to engage in other non-exempt transactions under the Plan. The Committee may authorize the Company to repurchase any Award or shares of Stock deliverable or delivered in connection with any Award (subject to Section 10(i)) in order to avoid a Participant who is subject to Section 16 of the Exchange Act incurring liability under Section 16(b). Unless otherwise specified by the Participant, equity securities or derivative securities acquired under the Plan which are disposed of by a Participant shall be deemed to be disposed of in the order acquired by the Participant.
(f)    Prohibition on Loans. No term of an Award shall provide for a personal loan to a Participant.
(g)    Forfeiture and Clawback Provisions. Each Award (including any proceeds, gains or other economic benefit actually or constructively received by a Participant upon any receipt or exercise of such Award or upon the receipt or resale of any shares of Stock, cash or other property underlying such Award) shall be subject to the provisions of any clawback policy implemented by the Company, whether or not such clawback policy was in place at the time of grant of such Award, to the extent set forth in such clawback policy and/or in the agreement evidencing such Award.
9.    Change in Control.
(a)    Effect of “Change in Control.” In the event of a “Change in Control,” the following provisions shall apply unless otherwise provided in the Award agreement:
(i)    Any Award carrying a right to exercise that was not previously exercisable and vested shall become fully exercisable and vested as of the time of the Change in Control, except to the extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 10(a) hereof;
(ii)    The restrictions, deferral of settlement, and forfeiture conditions applicable to any other Award granted under the Plan shall lapse, such Awards shall be deemed fully vested as of the time of the Change in Control and, except as otherwise provided in an award agreement or in the Plan, consideration in respect of such awards shall be payable within 60 days following the time of the Change in Control, in each case, except to the extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 10(a) hereof; and (iii) With respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, such performance goals and other conditions will be deemed to be met if and to the extent so provided by the Committee.

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The foregoing notwithstanding, any benefit or right provided under this Section 9 in the case of any Non-409A Award shall be limited to those benefits and rights permitted under Code Section 409A, and any benefit or right provided under this Section 9 that would result in a distribution of a 409A Award at a time or in a manner not permitted by Code Section 409A shall be limited to the extent necessary so that the distribution is permitted under Code Section 409A. For this purpose, the distribution of a 409A Award (i) triggered by a Change in Control will occur within 60 days following a Change in Control if the Change in Control also constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, in each case, within the meaning of Code Section 409A(a)(2)(A)(v) and the applicable regulations thereunder, otherwise distribution will occur at the earliest time permitted under Code Section 409A without incurring additional taxes or penalties; and (ii) triggered by a termination of employment with or service to the Company or a subsidiary following a Change in Control by a specified employee, within the meaning of Code Section 409A(a)(2)(B)(i), will not occur until the first business day following the date that is six months after such termination.
(b)    Definition of “Change in Control.” A “Change in Control” shall mean the occurrence of any of the following:
(i)    when any “person” as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act, directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of at least 40% of the Company’s Voting Securities;
(ii)    the consummation of a transaction requiring stockholder approval for the acquisition of the Company by an entity (e.g., a statutory merger in which the Company’s securities are canceled) or for the purchase by an entity of substantially all of the assets of the Company; or (iii) if Scientific Games Corporation or one of its subsidiaries continues to hold more than 50% of the Company Voting Securities, a “Change in Control” of Scientific Games Corporation as defined in the Scientific Games Corporation 2003 Incentive Compensation Plan, as amended from time to time.
For purposes of clauses (i) and (ii) of this definition, neither “person” nor entity shall include the Company, any subsidiary, Scientific Games Corporation or any of its subsidiaries or any benefit plan sponsored or maintained by the Company or any subsidiary (including any trustee of such plan acting as trustee). Furthermore, for purposes of clauses (i) and (ii) of this definition, a transaction, or acquisition pursuant to such transaction, shall not constitute a “Change in Control” if immediately following such transaction:
(A)    substantially all of the “persons” who were “beneficial owners” of the Company’s Voting Securities immediately prior to the consummation of the transaction continue to beneficially own, directly or indirectly, more than 50% of the Voting Securities of the Continuing Company in substantially the same proportions as their ownership immediately prior to such consummation of the Voting Securities; and
(B)    a majority of the directors of the Continuing Company were members of the Board immediately prior to the consummation of the transaction.
10.    General Provisions.
(a)    Compliance with Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by the Committee and subject to Section 10(h) hereof, postpone the issuance or delivery of Stock or payment of other benefits under any Award until completion of such registration or qualification of such Stock or other required action under any federal or state law, rule, or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the Stock or other securities of the Company are listed or quoted, or compliance with any other obligation of the Company, as the Committee may consider appropriate, and may require any Participant to make such representations, furnish such information and comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or delivery of Stock or payment of other benefits in compliance with applicable laws, rules, and regulations, listing

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requirements, or other obligations. The foregoing notwithstanding, in connection with a Change in Control, the Company shall take or cause to be taken no action, and shall undertake or permit to arise no legal or contractual obligation, that results or would result in any postponement of the issuance or delivery of Stock or payment of benefits under any Award or the imposition of any other conditions on such issuance, delivery or payment, to the extent that such postponement or other condition would represent a greater burden on a Participant than existed on the 90th day preceding the Change in Control.
(b)    Limits on Transferability; Beneficiaries. No Award or other right or interest of a Participant under the Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party, or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative, except that Awards and other rights may be transferred for estate planning purposes to one or more Beneficiaries or other transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee pursuant to the express terms of an Award agreement (subject to any term and conditions which the Committee may impose thereon). A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.
(c)    Adjustments. In the event that any large and non-recurring dividend or other distribution (whether in the form of cash or property other than Stock), recapitalization, forward or reverse split, Stock dividend, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution, or other similar corporate transaction or event affects the Stock such that an adjustment is determined by the Committee to be appropriate or, in the case of any outstanding Award, necessary in order to prevent dilution or enlargement of the rights of the Participant, then the Committee shall, in such equitable manner as it may determine, adjust any or all of (i) the number and kind of shares of Stock which may be delivered in connection with Awards granted thereafter, (ii) the number and kind of shares of Stock by which annual per-person Award limitations are measured under Section 5(b) hereof, (iii) the number and kind of shares of Stock subject to or deliverable in respect of outstanding Awards, and (iv) the exercise price, grant price, or purchase price relating to any Award or, if deemed appropriate, the Committee may make provision for a payment of cash or property to the holder of an outstanding Option (subject to Sections 10(h) and (i) hereof). In furtherance of the foregoing, a Participant who has a legally binding right to compensation under an outstanding Award shall have a legal right to an adjustment to such Award if the Award constitutes a “share-based payment arrangement” and there occurs an “equity restructuring” as such terms are defined under FASB ASC Topic 718. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including Performance Awards and performance goals) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence, as well as acquisitions and dispositions of businesses and assets, including, without limitation, a Change in Control) affecting the Company, any subsidiary or affiliate or other business unit, or the financial statements of the Company or any subsidiary or affiliate, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committee’s assessment of the business strategy of the Company, any subsidiary or affiliate or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant; provided that adjustments to Non-409A Awards will be made only to the extent permitted under Code Section 409A. Furthermore, in the event of the occurrence of any transaction or event as described in the preceding sentence, the Committee, in its sole discretion, and on such terms and conditions as it deems appropriate may: (A) provide for the termination of any Award in exchange for an amount of cash and/or other property with an aggregate value equal to the value of such Award, as determined by the Committee in its sole discretion; (B) provide that an Award shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined by the Committee; or (C) replace such Award with other rights or property selected by the Committee.

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(d)    Taxes. The Company and any subsidiary or affiliate is authorized to withhold from any Award granted, or require a Participant to remit, any payment relating to an Award, including from a distribution of Stock, or any other payment to a Participant, amounts of withholding and other taxes due or potentially payable in connection therewith, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis, in the discretion of the Committee, or in satisfaction of other tax obligations if such withholding will not result in additional accounting expense to the Company. Other provisions of the Plan notwithstanding, only the minimum amount of Stock deliverable in connection with an Award necessary to satisfy statutory withholding requirements will be withheld, unless withholding of any additional amount of Stock will not result in additional accounting expense to the Company.
(e)    Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue, or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of stockholders or Participants, except that any amendment or alteration to the Plan shall be subject to the approval of the Company’s stockholders not later than the annual meeting the record date for which is at or following the date of such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to stockholders for approval; provided that, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. (For this purpose, actions that alter the timing of federal income taxation of a Participant will not be deemed material unless such action results in an income tax penalty on the Participant.) The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue, or terminate any Award theretofore granted and any Award agreement relating thereto; provided that the Committee shall have no authority to waive or modify any Award term after the Award has been granted to the extent the waived or modified term would be mandatory under the Plan for any Award newly granted at the date of the waiver or modification; and provided further, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under such Award. Without the prior approval of stockholders, the Committee will not amend or replace previously granted Options in a transaction that constitutes a “repricing.” For this purpose, a “repricing” means: (i) amending the terms of an Option or SAR after it is granted to lower its exercise price, except pursuant to Section 10(c) hereof; (ii) any other action that is treated as a repricing under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR at a time when its exercise or grant price is equal to or greater than the fair market value of the underlying Stock, in exchange for another Option, Restricted Stock, or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off, or other similar corporate transaction. A cancellation and exchange described in clause (iii) of the preceding sentence will be considered a repricing regardless of whether the Option, Restricted Stock, or other equity is delivered simultaneously with the cancellation, regardless of whether it is treated as a repricing under generally accepted accounting principles, and regardless of whether it is voluntary on the part of the Option holder.
(f)    Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or a subsidiary or affiliate, (ii) interfering in any way with the right of the Company or a subsidiary or affiliate to terminate any Eligible Person’s or Participant’s employment or service at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and employees, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award.
(g)    Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Stock pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided that

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the Committee may authorize the creation of trusts and deposit therein cash, Stock, other Awards, or other property, or make other arrangements to meet the Company’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant. The trustee of such trusts may be authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify and in accordance with applicable law.
(h)    Certain Limitations on Awards to Ensure Compliance with Code Section 409A. For purposes of the Plan, references to an Award term or event (including any authority or right of the Company or a Participant) being “permitted” under Code Section 409A mean, for a 409A Award, that the term or event will not cause the Participant to be liable for payment of interest or a tax penalty under Code Section 409A and, for a Non-409A Award, that the term or event will not cause the Award to be treated as subject to Code Section 409A. Other provisions of the Plan notwithstanding, the terms of any 409A Award and any Non-409A Award, including any authority of the Company and rights of the Participant with respect to the Award, shall be limited to those terms permitted under Code Section 409A, and any terms not permitted under Code Section 409A shall be automatically modified and limited to the extent necessary to conform with Code Section 409A. For this purpose, other provisions of the Plan notwithstanding, the Company shall have no authority to accelerate distributions relating to 409A Awards in excess of the authority permitted under Code Section 409A, any distribution subject to Code Section 409A(a)(2)(A)(i) (separation from service) and the applicable regulations thereunder to a “specified employee” as defined under Code Section 409A(a)(2)(B)(i), shall not occur earlier than the earliest time permitted under Code Section 409A(a)(2)(B)(i) and the applicable regulations thereunder, and any authorization of payment of cash to settle a Non-409A Award shall apply only to the extent permitted under Code Section 409A for such Award. To further ensure compliance with the requirements of Code Section 409A, Awards shall be subject to the Company’s Section 409A Compliance Rules, if any. The Company makes no representations or warranties as to the tax treatment of any Award under Code Section 409A or otherwise. The Company shall have no obligation under this Section 10(h) or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Code Section 409A with respect to any Award and shall have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Code Section 409A.
(i)    Nonexclusivity of the Plan. The effectiveness of the Plan shall not be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable.
(j)    Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event of a forfeiture of an Award with respect to which a Participant paid cash or other consideration, the Participant shall be repaid the amount of such cash or other consideration. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
(k)    Awards to Participants Outside the United States. The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then resident or primarily employed outside of the United States (a “Non-US Participant”) in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States. An Award may be modified under this Section 10(1) in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the Exchange Act for the Participant whose Award is modified. Pursuant to, and not limiting the generality of, the foregoing, the Committee shall have authority to adopt subplans or other non-U.S. appendices for Non-US Participants to provide Awards on terms and conditions that (i) qualify such Awards

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for favorable tax treatment under any applicable non-US laws or regulations or (ii) are otherwise necessary or appropriate in order that such Awards comply with applicable non-U.S. laws or regulations, or receive favorable treatment under such laws or regulations.
(l)    Governing Law. The validity, construction and effect of the Plan, any rules and regulations under the Plan, and any Award agreement shall be determined in accordance with the Nevada Revised Statutes, the contract and other laws of the State of Nevada without giving effect to principles of conflicts of laws, and applicable federal law.
(m)    Section 83(b) Election. No Participant may make an election under Code Section 83(b) with respect to any Award under the Plan without the consent of the Committee, which the Committee may grant (prospectively or retroactively) or withhold in its sole discretion. If, with the consent of the Committee, a Participant makes an election under Code Section 83(b) to be taxed with respect to Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Code Section 83(a), the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.
(n)    Plan EffectiveSignature [PLEASE SIGN WITHIN BOX] Date and Termination. The Plan was approved by the Company’s stockholders on May 1, 2019 and became effective upon the effective date of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission in connection with the initial public offering of the Stock. The Plan was amended and restated upon its approval by the Company’s stockholders on June [●], 2021. Unless earlier terminated by action of the Board of Directors, the Plan will remain in effect until such time as no Stock remains available for delivery under the Plan and the Company has no further rights or obligations under the Plan with respect to outstanding Awards under the Plan; provided, however, that no new Awards may be granted more than ten years after the date of the latest approval of the Plan by stockholders of the Company.
(o)    Section 162(m). To the maximum extent permitted under Code Section 162(m) and applicable law, Awards under the Plan shall not be subject to the deduction limit set forth in U.S. Treasury Regulation 1.162-27(b) pursuant to Code Section 162(m) and the rules and regulations promulgated thereunder, including to the extent such Awards may qualify for any post-public offering reliance period deduction limit exception set forth in U.S. Treasury Regulation 1.162-27(f) (or any successor thereto), and the Plan and Awards shall be interpreted accordingly.

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SCIPLAY CORPORATION
6601 BERMUDA ROAD
LAS VEGAS, NV 89119
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TOSignature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDS
D45235-P54435DETACH AND RETURN THIS PORTION ONLY

THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYV16652-P91501! ! !ForAllWithholdAllFor AllExceptFor Against Abstain! ! !To withhold authority to vote for any individualnominee(s), mark "For All Except" and write thenumber(s) of the nominee(s) on the line below.SCIPLAY CORPORATION6601 BERMUDA ROADLAS VEGAS, NV 89119SCIPLAY CORPORATIONThe Board of Directors recommends you vote FORproposal 1:1. To elect nine members of the Board of Directors to servefor the ensuing year and until their respective successorsare duly elected and qualified.Nominees:Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Jointowners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.01) Antonia Korsanos02) Joshua J. Wilson03) Gerald D. Cohen04) Nick Earl05) April Henry06) Constance P. James07) Michael Marchetti08) Charles "CJ" Prober09) William C. Thompson, Jr.The Board of Directors recommends you vote FOR the following proposal 2:2. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2023.NOTE: To consider and act upon any other matter that may properly come before the meeting or any adjournment thereof.VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of informationup until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card inhand when you access the website and follow the instructions to obtain your records and tocreate an electronic voting instruction form.During The Meeting - Go to https://virtualshareholdermeeting.com/SCPL2023You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand whenyou call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.SCAN TOVIEW MATERIALS & VOTE w
SCIPLAY CORPORATIONFor
All		Withhold
All		For All
Except		To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
The Board of Directors
recommends you vote FOR
proposal 1:
1
To elect five members of the Board of Directors to serve for the ensuing year and until their respective successors are duly elected and qualified.
Nominees:
☐☐☐
01)Barry L. Cottle04)Michael Marchetti
02)Joshua J. Wilson05)William C. Thompson, Jr.
03)Gerald D. Cohen
The Board of Directors recommends you vote FOR each of the following proposals 2 and 3:ForAgainstAbstain
2.To approve an amendment and restatement of the Long-Term Incentive Plan to increase the number of shares authorized for issuance thereunder.☐☐☐
3.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.☐☐☐
NOTE:    To consider and act upon any other matter that may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date
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ImportantV16653-P91501Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice &and Proxy Statement and Annual Report are available at www.proxyvote.com.
D45236-P54435

SCIPLAY CORPORATION
6601 Bermuda Road, Las Vegas, NV 89119
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - JUNE 9, 2021
The undersigned hereby appoints Michael D. Cody and Robert Gustafson, or either of them, as Proxy or Proxies of the undersigned with full power of substitution to act for the undersigned and to vote the full number of shares of the Class A Common Stock or Class B Common Stock of SciPlay Corporation that the undersigned is entitled to vote at the virtual Annual Meeting of Stockholders of SciPlay Corporation to be held online via the Internet via a live webcast at 11:00 a.m. PDT on Wednesday, June 9, 2021, and at any adjournments or postponements thereof, in accordance with the instructions set forth on this proxy card, and in their discretion, with respect to all other matters that may properly come before the meeting. Any proxy heretofore given by the undersigned with respect to such shares is hereby revoked.
Thiswww.proxyvote.com.SCIPLAY CORPORATION6601 Bermuda Road, Las Vegas, NV 89119THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSANNUAL MEETING OF STOCKHOLDERS - JUNE 7, 2023The undersigned hereby appoints Daniel O'Quinn and Robert Gustafson, or either of them, as Proxy or Proxies of the undersigned with full power of substitution to act for the undersigned and to vote the full number of shares of the Class A Common Stock or Class B Common Stock of SciPlay Corporation that the undersigned is entitled to vote at the virtual Annual Meeting of Stockholdersof SciPlay Corporation to be held online at https://virtualshareholdermeeting.com/SCPL2023 via a live webcast at 4:00 p.m. PDTon Wednesday, June 7, 2023, and at any adjournments or postponements thereof, in accordance with the instructions set forth on this proxy card, and in their discretion, with respect to all other matters that may properly come before the meeting. Any proxy heretofore given by the undersigned with respect to such shares is hereby revoked.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the recommendation of the Board of Directors.
(Continued and to be signed on reverse side)