Endre Nesset

About Endre Nesset

Endre Nesset is President of B2C operations at GAN, serving in the role since August 2022; he was previously Senior Vice President, Global Sports at GAN and Coolbet, and prior to joining Coolbet in 2020 he served as Director of Sports at Gaming Innovation Group . He is 36 years old as of April 29, 2025 . Under his B2C leadership, FY2024 segment revenue declined modestly while company-wide revenue and EBITDA improved on cost controls; GAN completed a change-of-control transaction with SEGA SAMMY on May 27, 2025 at $1.97/share, ending its NASDAQ listing .

Past Roles

External Roles

No public company directorships or external roles disclosed in GAN filings.

Fixed Compensation

• Not disclosed. Nesset was not listed among Named Executive Officers in the 2025 Proxy; base salary, target bonus, and bonus outcomes are not provided .

Performance Compensation

• Not disclosed. No RSU/PSU metrics, weightings, or annual incentive metric frameworks are specified for Nesset in the Proxy .

Equity Ownership & Alignment

• Section 16 filings: GAN reports that an amendment to Nesset’s Form 3 was filed to report a stock option omitted from his original filing, and a late Form 4 was filed to report two option grants (indicates option-based equity exposure) .
• Beneficial ownership: Nesset does not appear in the disclosed beneficial ownership table; shares/percent ownership not provided .
• Hedging/pledging policy: GAN’s Insider Trading Policy prohibits hedging, short sales, publicly traded options, and pledging or margin accounts for Designated Insiders without approval; requires pre‑clearance and imposes quarterly blackout periods and event‑specific blackouts .
• Trading plans: Approved Rule 10b5‑1 plans permitted under tight conditions (good faith, non‑MNPI, minimum 14‑day cooling‑off; duration 6–24 months; no overlapping plans) .

Employment Terms

• Employment agreement: Not disclosed for Nesset in the Proxy or 8‑Ks reviewed .
• Change‑of‑control treatment: Under the SEGA SAMMY merger, all outstanding restricted shares, RSUs, and options became fully vested at closing and were cashed out per terms below .

Change-of-Control Equity Treatment (Merger closed May 27, 2025)

Performance & Track Record

GAN operating performance through FY2024 (during Nesset’s B2C tenure):

Additional context:

• FY2024 improvement driven by lower operating expenses and cost structure; B2C revenue softness was primarily Latin America–related while Europe grew; adjusted EBITDA turned positive .
• The merger with SEGA SAMMY closed May 27, 2025; GAN shares were acquired for $1.97 in cash .

Risks, Red Flags, and Governance Notes

• Late insider filings: Nesset had an amended Form 3 for an omitted option and a late Form 4 for option grants—process risk in reporting, though GAN noted broader Section 16 compliance otherwise .
• Pledging/hedging risk mitigants: Strict prohibitions and pre‑clearance reduce alignment risks from hedging/pledging; quarterly and event blackouts limit opportunistic trading .
• Retention/award structure: Merger’s single‑trigger acceleration and cash‑out can reduce post‑merger retention incentives associated with pre‑merger equity .

Investment Implications

• Alignment: Option exposure suggests equity linkage, but absence of disclosed ownership levels limits “skin‑in‑the‑game” assessment; anti‑hedging/pledging rules are positive for alignment .
• Retention risk: Full acceleration and cash‑out at change‑of‑control likely diminish vesting-based retention levers for Nesset post‑merger; retention will depend on new‑co packages rather than legacy GAN equity .
• Operating execution: B2C performance dipped modestly FY2024 while company EBITDA turned positive—signals successful cost actions but regional demand variability; B2C strategy execution remains key in Latin America and Europe .
• Data gaps: Compensation specifics, equity balances, and severance terms for Nesset were not disclosed; monitoring future disclosures from SEGA SAMMY or successor entities will be necessary.