GAN LTD: Change of Directors or Key Officers, Financial Statements and Supporting Documents (Form 8-K)


Item 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents

At December 17, 2021, Donald ryan, 53, has been promoted to President, Enterprise Solutions, where he will assume primary responsibility for managing GAN’s global B2B operating segment. Mr. Ryan previously as COO since joining GAN in april 2020. Before joining the GAN, Mr. Ryan was CEO of Sports News Group LLC
from april 2018 at december 2019, the first vice-president of Game development for Greenwood Gaming & Entertainment Inc. from april 2015 at april 2018, and the senior vice president of games for Betfair Interactive US LLC
from March 2014 at april 2015. Mr. Ryan has extensive experience in online and mobile consumer products and services (with a particular focus on gaming and gambling), leveraging a range of business models including regulated transactions, business partnerships affiliation, online subscriptions, e-commerce, white-label distribution, online advertising, virtual currencies and micro-transactions. Mr. Ryan holds a Bachelor of Science, Electrical Engineering from the University of Alaska Fairbanks and an MBA from Northwestern University
Kellogg School of Management.

As part of its promotion, the Company has entered into a modified and updated executive employment contract with Mr. Ryan, which provides for an annual base salary of $ 400,000 and a target bonus opportunity equal to 100% of his salary, based at 50% on the performance of the GAN, these performance objectives to be set annually by the Compensation Committee, and 50% on Mr. Ryan achieve certain specific performance objectives to be defined by the Chief Executive Officer in consultation with the Compensation Committee; on condition that Mr. Ryan will be deemed to have earned his target bonus as long as he (a) remains employed by GAN for the relevant annual period, (b) does not voluntarily terminate his employment (other than for good reason) prior to payment of the bonus target, and (c) is materially in compliance with the amended and updated executive employment contract. The target bonus for 2021 can be paid 65% in cash and 35% in vested restricted stock units (“RSUs”). To the extent that Mr. Ryan chooses, he may receive a greater portion of his target bonus in vested PSUs, payable at a ratio of 150% of the surrendered cash value. The target bonus for 2022 can be paid 50% in cash and 50% in vested RSUs. In addition, Mr. Ryan will be eligible to receive an annual share grant in an amount and under the terms and conditions established by the Compensation Committee. For 2022, Mr. Ryan will receive an award of PSU shares in the first quarter of 2022, equal to 150% of his annual salary, such PSUs being settled annually over four years.

Mr. Ryan’s employment is at will, provided that in the event that the GAN terminates his employment without cause or Mr. Ryan terminates his employment with good reasons (each as defined in the amended and updated executive employment contract), Mr. Ryan shall be entitled to receive severance pay in an amount equal to once the sum of his then current base salary and his target bonus, (c) a proportional portion of the target bonus for the year to during which termination of employment occurs, (d) the prorated acceleration of the vesting of rights to outstanding shares, and (e) an amount equal to COBRA premiums for a period of 12 months. In the event of a change of control (as defined in the amended and updated executive employment contract), the GAN will pay to Mr. Ryan, a cash transaction bonus in an amount equal to once his base salary then in effect. Moreover, if Mr. Ryan’s the employment is terminated without cause or for good reason during the period of three months before or two years after a change of control, then Mr. Ryan shall be entitled to receive (a) a cash severance package in an amount equal to one and a half times the sum of his current base salary and target bonus, (b) a pro-rated portion of the target bonus for the year in which the termination occurs, (c) accelerating the vesting of all its outstanding share awards, and (d) an amount equal to COBRA bonuses for a period of 18 months. A copy of Mr. Ryan’s The Amended and Restated Executive Employment Agreement is filed as Exhibit 10.1 hereof and incorporated by reference into this report.


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At December 19, 2021, Sylvia Tiscareño, 45, has been appointed Chief Legal Officer. Mrs. Tiscareño succeeds Michel arouh, whose employment at GAN ended on December 9, 2021. From 2015 to 2021, Ms. Tiscareño served as General Counsel at William Hill USA, Inc. Previously, she was Assistant General Counsel at Aristocrat Technologies, Inc. from 2008 to 2015. Prior to that, she held the position of legal counsel for JKG Development and as an associate lawyer at Cooksey, Toolen, Gage, Duffy & Wong. Ms. Tiscareño holds a Bachelor of Arts, Sociology of University of Nevada-Las Vegas and a doctorate in law from Faculty of Law of the University of the Capital. Ms. Tiscareño brings extensive experience as a general counsel and business advisor in the technology, sports and online gaming industries.

As part of her appointment, GAN entered into an executive employment contract with Ms. Tiscareño, which provides for an annual base salary of
$ 350,000 (increasing to $ 400,000 effective April 1, 2022) and a target bonus opportunity equal to 100% of her salary, based at 50% on the performance of the GAN, these performance objectives to be set annually by the remuneration committee, and 50% on the achievement by Ms. Tiscareño of certain specific performance objectives to be defined by the Chief Executive Officer in consultation with the Compensation Committee; provided Ms. Tiscareño is deemed to have earned her Target Bonus as long as she (a) remains employed by GAN for the relevant annual period, (b) does not voluntarily terminate her employment (except for good reason) prior to payment of the target bonus, and (c) materially conforms to the executive employment contract. The target bonus can be paid 50% in cash and 50% in vested RSUs. In addition, Ms. Tiscareño will be eligible to receive an annual share award in an amount and under the terms and conditions established by the Compensation Committee. For 2021, Ms. Tiscareño will receive an award of 20,000 restricted stock units which will be settled on December 31, 2022. For 2022, Ms. Tiscareño will receive an award of PSU shares in the first quarter of 2022, equal to 150% of her annual salary, with these PSUs being settled annually over four years.

The employment of Ms. Tiscareño is at will, provided that in the event that the GAN terminates her employment without cause or Ms. Tiscareño terminates her employment with good reasons (each as defined in the employment contract of frames), Mr. Ryan shall be entitled to receive severance pay in an amount equal to (a) once the sum of his then current base salary and his target bonus, (b) a prorated portion of the target bonus for the year in which the termination occurs, (c) the pro-rata acceleration of the acquisition of rights to the outstanding shares, and (d) an amount equal to the COBRA premiums for a period of 12 months. In the event of a change of control (as defined in the amended and updated executive employment contract), GAN will pay Ms. Tiscareño a cash transaction bonus in an amount equal to one times her base salary. then in effect. In addition, if Ms. Tiscareño’s employment is terminated without cause or for good reason during the period of three months before or two years after a change of control, then Ms. Tiscareño will be entitled to receive (a) a severance pay in cash in an amount equal to one and one-half of the sum of his current base salary and target bonus, (b) a prorated portion of the target bonus for the year in which the termination occurs, (c) accelerating the acquisition of all of its outstanding equity and (d) an amount equal to COBRA premiums for a period of 18 months. A copy of Ms. Tiscareño’s Management Employment Agreement is filed as Exhibit 10.2 of this Report and is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents


(d) Exhibits



Exhibit No.   Description
10.1            Amended and Restated Executive Employment Agreement, between the
              Company and Donald Ryan, effective as of December 17, 2021.
10.2            Executive Employment Agreement, between the Company and Sylvia
              Tiscareño, dated December 19, 2021.
104           Cover Page Interactive Data File (formatted as inline XBRL)




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