Sports Entertainment Gaming Global Corp
For the period ended Dec 31, 2025. Filed Jul 10, 2026.
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FY2025 · Filed Jul 10, 2026
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Item 11. Executive Compensation
This section describes the material components of the executive compensation program for the Company’s named executive officers for fiscal year 2025. The discussion may include forward-looking statements reflecting current plans and expectations regarding future compensation practices, and actual future programs may differ materially from those described.
As an emerging growth company, the Company has elected to provide executive compensation disclosure consistent with the scaled disclosure framework available to smaller reporting companies, which generally requires disclosure for the principal executive officer and the next two most highly compensated executive officers.
Introduction
The stated objectives of the executive compensation program are to attract and retain talented executives to manage and lead the Company. For fiscal year 2025, the Company identifies the following individuals as named executive officers: (i) Robert Stubblefield, Interim Chief Executive Officer (effective November 30, 2025), and Matthew McGahan, former Chief Executive Officer (through November 30, 2025); and (ii) Gregory Potts, Chief Operating Officer, and Robert Stubblefield, Chief Financial Officer.
Summary Compensation Table
The following table provides summary information concerning compensation of our named executive officers for services rendered to us during the years noted.
| Non-Equity | ||||||||
|---|---|---|---|---|---|---|---|---|
| Stock · Option · Incentive Plan · All Other | ||||||||
| Salary(1) · Bonus(3) · Awards(2) · Awards · Compensation · Compensation(4) · Total | ||||||||
| Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) |
| Matthew McGahan, CEO | 2024 | 550,000 | 275,000 | 385,000 | 195,000 | - | - | 1,405,000 |
| 2025 | 554,583 | - | - | - | - | - | 554,583 | |
| Robert Stubblefield, CFO | 2024 | 302,500 | 75,625 | 133,000 | 146,250 | - | - | 657,375 |
| 2025 | 346,688 | 108,396 | 75,000 | - | - | - | 530,084 | |
| Gregory Potts, COO | 2024 | 250,000 | 55,000 | 35,000 | 48,750 | - | - | 388,750 |
| 2025 | 302,500 | 48,400 | 75,000 | - | - | - | 425,900 | |
| (1) | Amounts reflect the pro-rated portion of the NEO’s base salary earned during the fiscal year presented based on time in the role. |
| (2) | USD value of stock awards. Amount represents the aggregate grant date fair value of common stock share awards made to the named executive officer computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“Topic 718”). As required by SEC rules, awards are reported in the year of grant. For more information, see “Narrative Disclosure to Summary Compensation Table — Supplemental Table” below. |
| (3) | Refers to any annual bonus, each of which is subject to the approval of the Compensation Committee of the Board. |
| (4) | The Company is investigating any potential U.S. tax consequences as the result of Company employees or directors who resided for extended periods of time at the Company’s Boca Raton, Florida, campus while conducting business. As appropriate, individual tax assessments are being determined and will be applied according to U.S. tax law |
Narrative Disclosure to Summary Compensation Table
Equity Awards
The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”), which was adopted in connection with the Company’s business combination and subsequently amended and restated on December 21, 2021. The 2021 Plan provides for the grant of equity-based awards, including stock options, restricted stock, restricted stock units and other stock-based awards, to employees, directors and consultants of the Company and its affiliates.
Shares of the Company’s common stock issuable under the 2021 Plan have been registered pursuant to a registration statement on Form S-8 filed with the Securities and Exchange Commission. The number of shares reserved for issuance under the 2021 Plan is subject to adjustment in the event of stock splits, recapitalizations and similar transactions, and may include an “evergreen” provision pursuant to which the share reserve may be increased periodically as provided in the 2021 Plan.
Fiscal 2025
During 2025 there were no S-8 common stock grants to our executive officers.
During 2024 additional S-8 common stock was awarded to Matthew McGahan, CEO, who received a 175,000 share common stock grant (issued subsequently on January 22, 2024), Robert Stubblefield, CFO, received 20,000 shares of common stock and Greg Potts, COO, received 5,000 shares of common stock.
During 2024, restricted stock units for common stock were awarded to Matthew McGahan, CEO, who received a grant for 195,720 restricted stock units (issued subsequently on February 5, 2024), Robert Stubblefield, CFO, received a grant for 75,000 restricted stock units, and Greg Potts, COO, received a grant for 20,000 restricted stock units.
During 2024 options for common stock were awarded to Matthew McGahan, CEO, who received a grant for 100,000 stock options (issued subsequently on February 5, 2024), Robert Stubblefield, CFO, received a grant for 75,000 stock options, and Greg Potts, COO, received a grant for 25,000 restricted stock units.
Cash Compensation
Base Salary
Base salaries are generally set at levels deemed necessary to attract and retain our executives. We provide each named executive officer with a base salary for the services that the executive officer performs for us. This compensation component constitutes a stable element of compensation while other compensation elements may be variable. Base salaries are generally reviewed annually and may be increased based on any number of factors at the discretion of the Compensation Committee, including the individual performance of the named executive officer, company performance, any change in the executive’s position within our business, the scope of their responsibilities and market data. For fiscal 2025 and 2024, the amounts earned by our named executive officers are shown in the Summary Compensation Table above.
Bonuses
In addition to base salaries, the named executive officers may receive discretionary annual bonuses, guaranteed or retention bonuses at the discretion of the Compensation Committee.
Retirement Benefits, and Termination and Change in Control Provisions on December 31, 2025 and 2024
There were no pension or retirement benefits pursuant to any existing plan provided or contributed to by the Company or any of its subsidiaries. In addition, there were no termination and change in control provisions in effect for our NEOs.
Outstanding Equity Awards on December 31, 2025
There were no equity awards to executive officers in 2025.
Of our executive officers, Matthew McGahan, CEO, Robert Stubblefield, CFO and Gregory Potts, COO, each received equity awards in 2024. Matthew McGahan, CEO, received a 125,000 share common stock grant, Robert Stubblefield, CFO, received 25,000 shares of common stock and Gregory Potts, COO, received 25,000 shares of common stock.
DIRECTOR COMPENSATION
On July 14, 2023, our Board reconfirmed a Non-Employee Director Compensation program providing for a cash fee of $6,000 USD per month per director ($72,000 USD per year). Such plan is a continuation of the Non-Employee Director Compensation program that was established and approved by the previous Board of Directors. Total cash fees paid to our directors under this program during fiscal 2025 and fiscal 2024 were $42,000 and $15,000, respectively.
The following table sets forth the total compensation earned by each of our directors for their service on the Board during fiscal 2025:
| Directors Fees | |||
|---|---|---|---|
| Earned | Stock Awards | Total | |
| Name(1) | ($)(8) | ($) | ($)(9) |
| Matthew McGahan (2) | 72,000 | -0- | 72,000 |
| Marc Bircham(3) | 130,918 | -0- | 130,918 |
| Christopher Gooding (4) | 137,000 | -0- | 137,000 |
| Paul S. Jordan (5) | 137,000 | -0- | 137,000 |
| Tamer T. Hassan (6) | 137,000 | -0- | 137,000 |
| Warren Macal (7) | 137,000 | -0- | 137,000 |
| (1) | Represents all directors who served on our Board during fiscal 2025. Amounts accrued per director may include an $85,000 USD initial fee earned after 3 months of service, which is to be paid in stock. During 2025, this fee was earned by Mr. Bircham and during 2024 this fee was only earned by Mr. Macal. |
| (2) | Mr. McGahan was appointed to our Board on October 19, 2022, and served as a non-employee director until his initial appointment as Interim CEO, on July 20, 2023. During said time, compensation for Mr. McGahan was accrued for his service on the Board during fiscal 2023 and 2024 at the rate of $6,000 per month as for any other director. No stock was awarded to him pertaining to his role as a non-employee director, stock was only granted in relation to his role as CEO of the Company. Board fees for Mr. McGahan were accrued at $6,000 per month during 2025. |
| (3) | Mr. Bircham was appointed to our Board on May 13, 2025. Compensation for Mr. Bircham was accrued for his service on the Board on a pro-rated basis for time in the role during 2025 at the rate of $6,000 per month. In 2025 Mr. Bircham was also eligible for the initial director fee in the amount of $85,000. |
| (4) | Mr. Gooding was appointed to our Board on August 10, 2023 and compensation for his service was accrued at the rate of $6,000 per month on a pro-rated basis during 2023, and for each month in 2024 and 2025. |
| (5) | Mr. Jordan was appointed to our Board on July 20, 2023 and compensation for his service was accrued at the rate of $6,000 per month on a pro-rated basis during 2023, and for each month in 2024 and 2025. |
| (6) | Mr. Hassan was appointed to our Board on July 20, 2023 and compensation for his service was accrued at the rate of $6,000 per month on a pro-rated basis during 2023, and for each month in 2024 and 2025. |
| (7) | Mr. Macal was appointed to our Board on April 29, 2024 and compensation for his service was accrued at the rate of $6,000 per month on a pro-rated basis during 2024, and for each month in 2024 and 2025. In 2024 Mr. Macal was also eligible for the initial director fee in the amount of $85,000. |
| (8) | Of the aggregate total accrued for our Board during 2025 and 2024, of the “Director’s Fee Earned”, only $42,000 of the accrual was paid in cash on June 12, 2025 and only $15,000 of the accrual was paid in cash on February 16, 2024. |
Compensation Committee Interlocks and Insider Participation
None of the individuals who served as a member of the Compensation Committee during fiscal 2025 is, or has ever been, an officer or employee of the Company or any of its subsidiaries or has or had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. In addition, during the last fiscal year, no executive officer of the Company served as a member of the board of directors or the compensation committee of any other entity that has or has had one or more executive officers serving on our Board or our Compensation Committee.
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