Sector: Communication
PLAYTIKA HOLDING CORP · Meeting: June 11, 2026
Directors FOR
0
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
As CEO and board chair since the company's founding, Antokol has full tenure overlap with a catastrophic 3-year stock decline of -63.4%, which trails the company-disclosed compensation peer group median by 74.5 percentage points — far exceeding the 20-point trigger threshold for directors whose companies have negative absolute 3-year returns; the 5-year record (-85.4% vs. peer median of -57.4%, a gap of -28.0pp) also exceeds the 20pp threshold, so no 5-year mitigant applies.
Beilinson has served on the board since June 2020, giving him full overlap with the 3-year underperformance period; PLTK's 3-year total return of -63.4% trails the peer group median by 74.5 percentage points, well above the 20-point trigger, and the 5-year gap of -28.0pp also exceeds the 20pp threshold so no 5-year mitigant is available.
Du joined the board in January 2022, giving her tenure that meaningfully overlaps with the 3-year underperformance window; the 74.5 percentage-point gap versus the peer group median far exceeds the 20-point trigger for negative absolute TSR, and the 5-year underperformance gap of 28.0pp also exceeds the 20pp threshold so no 5-year mitigant applies.
Gross joined the board in January 2022, meaning her tenure fully overlaps with the 3-year measurement period; the company's stock has underperformed the peer group median by 74.5 percentage points against a negative absolute return, triggering a No vote, and the 5-year gap of 28.0pp also exceeds the 20pp threshold so no 5-year mitigant applies.
Lin has served on the board since September 2016, giving him the longest tenure overlap with the underperformance period; the 74.5 percentage-point gap versus the peer group median on a negative absolute return far exceeds the 20-point trigger, and the 5-year gap of 28.0pp also exceeds the 20pp threshold so no 5-year mitigant applies.
Yuan has served on the board since June 2020, providing full overlap with the 3-year underperformance window; the 74.5 percentage-point shortfall versus the peer group median on a -63.4% absolute 3-year return is nearly four times the 20-point trigger threshold, and the 5-year gap of 28.0pp also exceeds the 20pp threshold so no 5-year mitigant applies.
For Analysis
All six directors are recommended AGAINST. PLTK's stock has lost 63.4% over the past three years while the company's own compensation peer group gained a median of 11.1%, producing an underperformance gap of 74.5 percentage points — nearly four times the 20-point policy trigger that applies when a company has negative absolute returns. Every nominee has at least 24 months of board tenure, so none qualifies for the new-director exemption. The 5-year record (-85.4% vs. peer median -57.4%, a gap of 28.0pp) also exceeds the 20pp threshold, meaning no 5-year mitigant is available for any director. The scale of value destruction is severe and sustained across the full board tenure.
CEO
Robert Antokol
Total Comp
$5,852,001
Prior Support
85%%
CEO total compensation of $5,852,001 for 2025 — consisting of $2,079,448 in base salary, $2,284,330 in annual bonus, and $1,488,223 in other compensation (primarily security services and aircraft) with no new equity granted — is within a reasonable range for a CEO of a $1.3 billion market cap company in the Communications Services sector and does not trigger the individual CEO threshold. The pay mix is predominantly variable: over 70% of the CEO's direct cash compensation came from a performance-based bonus tied to pre-established Adjusted EBITDA targets that were met at approximately 101.5% of target, and the equity program uses meaningful performance conditions tied to revenue growth, Adjusted EBITDA, and total shareholder return (TSR-based units were appropriately forfeited in 2025 given negative stock performance). The prior Say on Pay vote received 85% support — well above the 70% threshold — the company has a clawback policy, and the compensation structure overall reflects reasonable pay-for-performance alignment given that fixed salary accounts for well under 40% of total compensation.
Auditor
Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global
Tenure
N/A
Audit Fees
$2,906,378
Non-Audit Fees
$1,091,859
Non-audit fees (tax fees of $1,064,537 plus other fees of $27,322, totaling approximately $1,091,859) represent about 37.6% of audit fees of $2,906,378, which is comfortably below the 50% threshold; Kost Forer Gabbay & Kasierer is the Israeli member firm of Ernst & Young Global, a Big 4 network, which is appropriate for a company of this size; auditor tenure is not disclosed in the proxy so the tenure trigger does not fire, and no material restatements were identified.
The 2026 Playtika annual meeting presents three standard proposals: all six director nominees are recommended AGAINST due to severe and sustained stock underperformance (-63.4% over three years versus a peer group median gain of +11.1%, a gap of 74.5 percentage points that triggers the policy threshold for every director with qualifying tenure), while the auditor ratification and Say on Pay proposals both pass their respective policy screens and receive FOR determinations. No stockholder proposals appear on the ballot.
16 companies disclosed in 2026 proxy filing
