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    GAN   BMG3728V1090

GAN LIMITED

(GAN)
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Real-time Estimate Cboe BZX  -  05/27 02:18:02 pm EDT
3.375 USD   +3.21%
05/16GAN LTD Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)
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05/16TRANSCRIPT : GAN Limited, Q1 2022 Earnings Call, May 16, 2022
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05/16GAN Loss Narrows as Sales Jump in Q1; Reiterates 2022 Sales Forecast
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GAN LTD : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

12/22/2021 | 05:32pm EDT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 17, 2021, Donald Ryan, age 53 was promoted to the office of President, Enterprise Solutions, where he will assume primary responsibility for managing GAN's global B2B operating segment. Mr. Ryan previously served as Chief Operating Officer since joining GAN in April 2020. Prior to joining GAN, Mr. Ryan served as the Chief Executive Officer for Sports Information Group LLC from April 2018 to December 2019, the Senior Vice President of Gaming Development for Greenwood Gaming & Entertainment Inc. from April 2015 to April 2018, and the Senior Vice President of Gaming for Betfair Interactive US LLC from March 2014 to 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, affiliate partnerships, 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.

In connection with his promotion, the Company entered into an Amended and Restated Executive Employment Agreement 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 50% on GAN's performance, with such performance goals to be set annually by the Compensation Committee, and 50% upon Mr. Ryan meeting certain specific performance objectives to be defined by the Chief Executive Officer in consultation with the Compensation Committee; provided that Mr. Ryan will be deemed to have earned his target bonus so long as he (a) remains employed by GAN through the relevant annual period, (b) does not voluntarily terminate his employment (other than for Good Reason) prior to the payment of the target bonus, and (c) is materially in compliance with the Amended and Restated Executive Employment Agreement. The target bonus for 2021 may be paid 65% in cash and 35% in vested restricted stock units ("RSUs"). To the extent that Mr. Ryan elects, he can receive a greater portion of his target bonus in vested RSUs, payable at a ratio of 150% of the cash value forsaken. The target bonus for 2022 may be paid 50% in cash and 50% in vested RSUs. Additionally, Mr. Ryan shall be eligible to receive an annual equity award in an amount and on the terms and conditions established by the Compensation Committee. For 2022, Mr. Ryan will be issued an equity award of RSUs in the first quarter of 2022, with a value equal to 150% of his annual salary with such RSUs settling annually over four years.

Mr. Ryan's employment is at-will, provided that in the event GAN terminates his employment without Cause or Mr. Ryan terminates his employment with Good Reason (each as defined in the Amended and Restated Executive Employment Agreement), Mr. Ryan shall be entitled to receive cash severance in an amount equal to one times the sum of his then-current base salary and target bonus, (c) a pro rata portion of the target bonus for the year in which the termination occurs, (d) pro-rated acceleration of vesting on outstanding equity awards, and (e) an amount equal to COBRA premiums for a period of 12 months. In the event of a Change in Control (as defined in the Amended and Restated Executive Employment Agreement), GAN will pay to Mr. Ryan, a cash transaction bonus in an amount equal to one times his then current base salary. Additionally, if Mr. Ryan's employment is terminated without Cause or for Good Reason during the period three months before or two years after a Change in Control, then Mr. Ryan shall be entitled to receive (a) cash severance in an amount equal to one and one-half times the sum of his then current base salary and target bonus, (b) a pro-rata portion of the target bonus for the year in which the termination occurs, (c) acceleration of vesting on all of his outstanding equity awards, and (d) an amount equal to COBRA premiums for a period of 18 months. A copy of Mr. Ryan's Amended and Restated Executive Employment Agreement is filed as Exhibit 10.1 hereto, and incorporated by reference into this report.



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On December 19, 2021, Sylvia Tiscareño, age 45, was appointed to the position of Chief Legal Officer. Ms. Tiscareño succeeds Michael Arouh, whose employment with GAN was terminated on December 9, 2021. From 2015 to 2021 Ms. Tiscareño served as General Counsel at William Hill US, Inc. Prior to that, she was Assistant General Counsel at Aristocrat Technologies, Inc. from 2008 to 2015. Prior to that, she served as Corporate Counsel for JKG Development and as an Associate Attorney at Cooksey, Toolen, Gage, Duffy & Wong. Ms. Tiscareño holds a Bachelor of Arts, Sociology from the University of Nevada-Las Vegas and a Juris Doctorate from Capital University Law School. Ms. Tiscareño brings substantial experience as general counsel and business advisor in the technology, sports and online gaming industries.

In connection with her appointment, GAN entered into an Executive Employment Agreement 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 50% on GAN's performance, with such performance goals to be set annually by the Compensation Committee, and 50% upon Ms. Tiscareño meeting certain specific performance objectives to be defined by the Chief Executive Officer in consultation with the Compensation Committee; provided that Ms. Tiscareño will be deemed to have earned her target bonus so long as she (a) remains employed by GAN through the relevant annual period, (b) does not voluntarily terminate her employment (other than for Good Reason) prior to the payment of the target bonus, and (c) is materially in compliance with the Executive Employment Agreement. The target bonus may be paid 50% in cash and 50% in vested RSUs. Additionally, Ms. Tiscareño shall be eligible to receive an annual equity award in an amount and on 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 settle on December 31, 2022. For 2022, Ms. Tiscareño will be issued an equity award of RSUs in the first quarter of 2022, with a value equal to 150% of her annual salary with such RSUs settling annually over four years.

Ms. Tiscareño's employment is at-will, provided that in the event GAN terminates her employment without Cause or Ms. Tiscareño terminates her employment with Good Reason (each as defined in the Executive Employment Agreement), Mr. Ryan shall be entitled to receive cash severance in an amount equal to (a) one times the sum of her then-current base salary and target bonus, (b) a pro rata portion of the Target Bonus for the year in which the termination occurs, (c) pro-rated acceleration of vesting on outstanding equity awards, and (d) an amount equal to COBRA premiums for a period of 12 months. In the event of a Change in Control (as defined in the Amended and Restated Executive Employment Agreement), GAN will pay to Ms. Tiscareño, a cash transaction bonus in an amount equal to one times his then current base salary. Additionally, if Ms. Tiscareño's employment is terminated without Cause or for Good Reason during the period three months before or two years after a Change in Control, then Ms. Tiscareño shall be entitled to receive (a) cash severance in an amount equal to one and one-half times the sum of her then current base salary and target bonus, (b) a pro-rata portion of the target bonus for the year in which the termination occurs, (c) acceleration of vesting on all of her outstanding equity awards, and (d) an amount equal to COBRA premiums for a period of 18 months. A copy of Ms. Tiscareño's Executive Employment Agreement is filed as Exhibit 10.2 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits



(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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Financials (USD)
Sales 2022 159 M - -
Net income 2022 -13,9 M - -
Net cash 2022 34,6 M - -
P/E ratio 2022 -9,95x
Yield 2022 -
Capitalization 138 M 138 M -
EV / Sales 2022 0,65x
EV / Sales 2023 0,45x
Nbr of Employees 682
Free-Float 86,4%
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Number of Analysts 5
Last Close Price 3,27 $
Average target price 8,00 $
Spread / Average Target 145%
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Managers and Directors
Dermot Stopford Smurfit President, Chief Executive Officer & Director
Karen Flores Chief Financial Officer, Director & Executive VP
Seamus M. McGill Non-Executive Chairman
Simon Knock Chief Information Officer & Executive VP
Jan Roos Chief Technology Officer
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