Brian Chang
GANAbout Brian Chang
Brian Chang, 43, is Chief Financial Officer of GAN. He served as Interim CFO beginning November 25, 2022 and was officially appointed CFO on April 1, 2024; previously he was SVP & Corporate Controller at GAN (since September 2021) after senior finance roles at Alorica and Deloitte. He holds a BA in Economics from UC Irvine and a Masters of Accounting from USC, with experience in financial reporting, process optimization, integrations, divestitures, and restructuring . GAN’s proxy presents pay components for the NEOs but does not disclose TSR-, revenue-, or EBITDA-linked payout formulas for Mr. Chang; the 2023–2024 summary shows no non‑equity incentive payouts for him .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GAN Limited | SVP & Corporate Controller | Sep 2021–Nov 2022 | Led financial reporting and process optimization; supported integrations, divestitures, and restructuring |
| GAN Limited | Interim CFO | Nov 25, 2022–Apr 1, 2024 | Transitioned into CFO role; supported executive leadership and finance operations |
| GAN Limited | Chief Financial Officer | Apr 1, 2024–present | Principal finance officer; oversight of reporting, controls, and strategic finance |
| Alorica, Inc. | VP, Accounting & Reporting | 2014–2021 | Corporate reporting leadership at a large services company |
| Deloitte | Audit Manager | Prior to 2014 | Public company audit and controls experience |
External Roles
None disclosed (no public company directorships or external board roles reported in executive biography) .
Fixed Compensation
Multi‑year summary compensation for Brian Chang (reported values in USD thousands):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($000s) | 328.8 | 367.4 |
| Bonus ($000s) | — | — |
| Stock Awards ($000s, ASC 718) | 359.6 | 115.8 |
| Non-Equity Incentive Plan ($000s) | — | — |
| All Other Compensation ($000s) | — | — |
| Total ($000s) | 688.4 | 483.2 |
Compensation terms and salary actions:
- Employment agreement base salary set at $330,000; annual bonus eligibility up to 100% of base .
- Upon official CFO appointment on April 1, 2024, base salary increased to $375,000 (terms of prior agreement remain in effect) .
Performance Compensation
Annual incentive and equity structure:
| Component | Metric | Weighting | Target | Actual (FY 2023) | Actual (FY 2024) | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash/Stock Bonus | Company performance (not specified) | Not disclosed | Up to 100% of base salary | $0 | $0 | N/A |
| RSUs (time‑based) | Service | N/A | N/A | Grant-date fair value $359.6k | Grant-date fair value $115.8k | RSUs vest 25% on anniversary of grant date; remainder monthly thereafter per plan footnote |
Notes:
- Mr. Chang’s annual bonus eligibility exists, but no non‑equity incentive payouts are reported for 2023–2024 .
- GAN noted reduced equity grant activity in light of pending merger; equity grants to directors were suspended in 2024, indicating a conservative equity cadence broadly during the period .
Equity Ownership & Alignment
Ownership and award status:
| Item | Detail |
|---|---|
| Beneficial Ownership | 91,690 shares; less than 1% of outstanding as of April 29, 2025 |
| Unvested RSUs (12/31/2024) | 203,330 units; market value $370,060 at $1.82 closing price |
| Options | None reported for Mr. Chang (no exercisable/unexercisable options listed) |
| Hedging/Pledging Policy | Prohibits hedging, margin accounts, or pledging for Covered Persons (directors/officers) |
| Ownership Guidelines | Not disclosed for executives in the proxy |
Insider reporting:
- Two late Form 4s were filed by Brian Chang (one RSU grant, one RSU settlement and withholding for taxes), per Section 16(a) disclosure .
Employment Terms
Key terms from Mr. Chang’s employment agreement:
| Provision | No-Cause / Good Reason | Change-in-Control (within −3 months to +2 years) |
|---|---|---|
| Equity Vesting | Pro rata vesting of unvested awards based on service | Full vesting of all unvested equity awards |
| Cash Severance | 1× current annual base salary | 1.5× (base salary + annual target bonus) |
| Bonus | Pro‑rata portion of target bonus for year of termination | Pro‑rata portion of target bonus for year of termination |
| COBRA | 12 months of premiums | 18 months of premiums |
| Non‑Compete | 1 year; base salary paid during non‑compete period | Same non‑compete; base salary continued per agreement |
| Transaction Bonus | 100% of then‑current base salary upon change in control | 100% of base salary upon change in control |
Severance and benefits are conditioned on a release of claims and compliance with confidentiality, non‑competition, and non‑solicit obligations .
Compensation Committee Analysis
- Committee responsibilities include setting executive base salary and bonus, administering equity plans, and overseeing compensation philosophy and compliance .
- Composition in 2024: Independent directors; the Compensation Committee did not meet in 2024 per proxy disclosure .
Investment Implications
- Retention risk appears mitigated by significant unvested RSUs (203,330 units as of year‑end 2024) and strong severance protections including pro‑rata vesting and COBRA, which incentivize continued service through vesting events .
- Change‑in‑control economics provide full acceleration and a 1.5× cash multiple on salary+target bonus, consistent with mid‑market norms; this reduces exit friction but can be perceived as moderate parachute risk in sale scenarios .
- Skin‑in‑the‑game is modest (beneficial ownership <1%), but anti‑hedging/pledging restrictions support alignment by limiting downside insurance and leverage against GAN shares .
- Administrative control watch‑item: two late Form 4s for Mr. Chang tied to RSU grant/settlement, which are minor but suggest tightening of insider reporting processes could be beneficial .