Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Damian Mathews to Chief Operating Officer
On May 27, 2023, the Board of Directors (the "Board") of Esports Entertainment
Group, Inc. (the "Company") appointed Damian Mathews, a current member of the
Board, to serve as the Company's Chief Operating Officer (the "Appointment"),
effective May 29, 2023 (the "Effective Date").
Damian Mathews, 51, COO
Mr. Mathews has been a member of the Company's Board of Directors since June
2020. Mr. Mathews was previously the Chief Financial Officer of the Company
since April 2022, adding the role of Chief Operating Officer in June 2022. Mr.
Mathews also served as Audit Committee Chair from June 2020 to April 2022. Mr.
Mathews combines over 25 years of experience in senior operations and finance
positions within investment management, banking and accounting. Prior to joining
the Company, Mr. Mathews held the position of Group Chief Operating Officer for
Auckland Real Estate until March 2022. Mr. Mathews also served as Chief
Financial Officer for the Qatar and Abu Dhabi Investment Company (a sovereign
wealth fund owned investment company) from 2014 to 2020. From 2012 to 2014 he
was a Director of his own consultancy business, NZ Pacific Investments, in New
Zealand. From 2009 to 2012 he held senior management positions including General
Manager Finance (New Zealand); Head of Finance and Operations Americas (United
States); and Head of Change Management (Australia) at Commonwealth Bank of
Australia Group. From 2007 to 2008 Damian was a Director in Product Control at
ABN Amro bank in London. From 2002 to 2006 he held various senior financial
controller positions at Royal Bank of Scotland Group in London. From 1998 to
2002 he was an Assistant Vice President at Credit Suisse First Boston investment
bank in London and the Bahamas. From 1994 to 1998, he was an Assistant Manager
at KPMG accountants in London. He has a joint honors undergraduate degree in
Economics and Politics from the University of Bristol in the United Kingdom and
is a fellow of the Institute of Chartered Accountants in England and Wales.
The Board believes that Mr. Mathews' experience in global business operations
and the gaming industry makes him ideally qualified to help lead the Company
towards continued growth and success.
Compensatory Arrangements
In connection with the Appointment, the Company and Deel, Inc. entered into that
certain master services agreement (the "Master Services Agreement") whereby Mr.
Mathews was hired to serve as a consultant to the Company, effective May 29,
2023.
The Master Services Agreement is for one year and may be terminated with or
without cause, provided that, on such first anniversary of the Effective Date
and each annual anniversary thereafter (such date and each annual anniversary
thereof, a "Renewal Date"), the Master Services Agreement shall be deemed to be
automatically extended, upon the same terms and conditions, for successive
periods of one year, unless either party provides written notice of intent not
to extend the term of the Master Services Agreement at least 90 days prior to
the Renewal Date.
Pursuant to the Master Services Agreement, Mr. Mathews will receive an annual
base salary of $280,000. Mr. Mathews shall be eligible to earn a performance
bonus in such amount, if any, as determined in the sole discretion of the Board
and will be eligible to participate in all of the Company's benefit programs.
Item 5.02 of this Current Report on Form 8-K contains only a brief description
of the material terms of and does not purport to be a complete description of
the rights and obligations of the parties to the Master Services Agreement, and
such description is qualified in its entirety by reference to the full text of
the Master Services Agreement, which will be filed as an exhibit to the
Company's Form 10-K for the year ending June 30, 2023.
Item 8.01 Other Events.
On May 31, 2023, the Company issued a press release announcing the appointment
of Mr. Mathews as Chief Operating Officer. A copy of the press release is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits
Exhibit No. Exhibit
99.1 Press release, dated May 31, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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ESPORTS ENTERTAINMENT GROUP, INC. 
