This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and non-PEO Named Executive Officers (“NEOs”) and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act (the “Pay Versus Performance Rules”) and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.
| Fiscal Year Ended | SummaryCompensation Table Totalfor PrincipalExecutiveOfficer(“PEO”)(1) | CompensationActually Paidto PEO(2) | AverageSummaryCompensationTable Totalfor Non-PEONamed ExecutiveOfficers(“NEOs”)(3) | AverageCompensationActually Paidto Non-PEONEOs(4) | Value ofInitial Fixed $100InvestmentBased on Totalshareholder Return(“TSR”)(5) | NetIncome (loss)(6) |
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| (a) | (b) | (c) | (d) | (e) | (f) | (g) |
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| 2024 | $337,986 | $(155,764) | $422,236 | $266,611 | $30.84 | $(1,409,849) |
| 2023 | $178,226 | $385,726 | $224,261 | $276,136 | $37.54 | $13,894,886 |
| 2022 | $3,145,629 | $2,035,629 | $950,679 | $673,179 | $39.56 | $(250,038) |
We are a smaller reporting company pursuant to Rule 405 of the Securities Act of 1933, and as such, we are only required to include information for the past three fiscal years in this table.
| (1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for Anthony Brian Goodman (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Executive Compensation Table. Refer to “Executive Compensation” – “Summary Executive Compensation Table”. |
| (2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Goodman, as computed in accordance with the Pay Versus Performance Rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Goodman during the applicable year. In accordance with the requirements of the Pay Versus Performance Rules, the following adjustments were made to Mr. Goodman’s total compensation for each year to determine the compensation actually paid: |
| Year | ReportedSummaryCompensationTable Totalfor PEO | ReportedValue ofEquityAwards (A) | EquityAwardAdjustments (B) | CompensationActually Paidto PEO |
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| 2024 | $337,986 | — | (493,750) | (155,764) |
| 2023 | $178,226 | $— | $207,500 | $385,726 |
| 2022 | $3,145,629 | $2,985,000 | $1,875,000 | $2,035,629 |
| (A) | The grant date fair value of equity awards represents the sum of the totals of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Executive Compensation Table for the applicable year. |
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| (B) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows: |
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| Year | Year EndFair Value ofOutstandingand UnvestedEquity AwardsGranted in Year | Year overYear Change inFair Value ofOutstandingand UnvestedEquity AwardsGranted inPrior Years | Fair Valueas of VestingDate ofEquity AwardsGranted andVested inthe Year | Year overYear Changein FairValue of EquityAwards Grantedin Prior Yearsthat Vestedin the Year | Fair Valueat the End of thePrior Year ofEquity Awardsthat Failedto Meet VestingConditionsin the Year | Value of Dividends or other EarningsPaid on Stockor OptionAwards notOtherwiseReflected inFair Value orTotal Compensation | Total EquityAward Adjustments |
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| 2024 | $— | (140,000) | — | (36,250) | 317,250 | — | (493,750) |
| 2023 | $— | $20,000 | $— | $187,500 | $— | $— | $207,500 |
| 2022 | $1,875,000 | $— | $— | $— | $— | $— | $1,875,000 |
| (3) | The dollar amounts reported in column (d) represent the average of the amounts reported for our Company’s named executive officers as a group (excluding Mr. Goodman) in the “Total” column of the Summary Executive Compensation Table in each applicable year. During fiscal 2024, 2023 and 2022, our non-PEO NEOs consisted of Weiting ‘Cathy’ Feng, our Chief Operating Officer (for all periods), Omar Jimenez, our Chief Financial Officer and Chief Compliance Officer (for all periods) and Zoran Milošević, the Chief Executive Officer of MeridianBet Group (only for 2024). |
| (4) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Goodman), as computed in accordance with the Pay Versus Performance Rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Goodman) during the applicable year. In accordance with the requirements of the Pay Versus Performance Rules, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Goodman) for each year to determine the compensation actually paid, using the same methodology described above in Note (2): |
| Year | AverageReportedSummaryCompensationTable Totalfor Non-PEONEOs | AverageReportedValue ofEquityAwards | AverageEquityAwardAdjustments (a) | AverageCompensationActually Paidto Non-PEONEOs |
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| 2024 | $422,236 | 238,333 | 82,708 | 266,611 |
| 2023 | $224,261 | $— | $51,875 | $276,136 |
| 2022 | $950,679 | $746,250 | $468,750 | $673,179 |
| (a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
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| Year | AverageYear EndFair Value ofOutstandingand UnvestedEquity AwardsGranted inthe Year | Year overYear AverageChange inFair Value ofOutstandingand UnvestedEquity AwardsGranted inPrior Years | Average FairValue as ofVesting Date ofEquity AwardsGranted andVested in theYear | Year overYear AverageChange in FairValue of EquityAwards Grantedin Prior Yearsthat Vestedin the Year | AverageFair Valueat the Endof the PriorYear of EquityAwards that Failedto Meet VestingConditions in theYear | AverageValue ofDividends orother EarningsPaid on Stockor OptionAwards notOtherwiseReflected inFair Value orTotal Compensation | TotalAverageEquityAwardAdjustments |
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| 2024 | $165,000 | (23,333) | — | (6,042) | 52,917 | — | 82,708 |
| 2023 | $— | $5,000 | $— | $46,875 | $— | $— | $51,875 |
| 2022 | $468,750 | $— | $— | $— | $— | $— | $468,750 |
| (5) | Assumes $100 invested in our common shares on December 31, 2021, and calculated based on the difference between the share price of our common stock at the end and the beginning of the measurement period, and reinvestment of all dividends. No cash dividends were paid in 2022, 2023 or 2024. |
| (6) | The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable fiscal year or transition period. |
