Giuseppe Gardali
GANAbout Giuseppe Gardali
Giuseppe Gardali is President, B2B at GAN (appointed March 9, 2023), with prior roles leading UK operations, international market development/M&A support, and content distribution; age 43 as of April 29, 2025, and an executive officer since 2023 . Education is not disclosed in GAN filings; the proxy and 8-Ks do not tie his pay explicitly to TSR, revenue or EBITDA targets, and he was not a Named Executive Officer (NEO) in 2024–2025, so detailed performance-linked payout data is not provided .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GAN | President, B2B | Mar 2023–present | Leads global B2B operating segment; primary responsibility for managing GAN’s B2B operations . |
| GAN | SVP, Content Distribution | Mar 2022–Mar 2023 | Oversaw content distribution; commercial enablement for product portfolio . |
| GAN | Managing Director, International Market Development | Mar 2021–Mar 2022 | Evaluated and supported M&A opportunities; oversaw Italian operations . |
| GAN | Managing Director, UK | Sep 2018–Mar 2021 | Led global development and support teams; oversaw European operations . |
External Roles
No external public-company directorships disclosed; GAN’s director list does not include Gardali .
Fixed Compensation
| Component | Terms | Effective Date |
|---|---|---|
| Base Salary (GBP) | £245,000 per annum | Mar 9, 2023 |
| Target Annual Bonus | Up to 100% of base salary; payable in cash or restricted stock; contingent on individual and company-wide incentives and employment at payout | Mar 9, 2023 |
Actual amounts paid (bonus/cash vs equity) are not disclosed for Gardali in 2023–2024 proxies; he was not listed among NEOs with reported compensation .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Form | Vesting / Timing |
|---|---|---|---|---|---|
| Annual incentive (individual & company-wide incentives) | Not disclosed | 100% of base salary | Not disclosed | Cash or restricted stock | Paid after bonus year; employment and compliance required |
GAN filings do not disclose Gardali’s detailed scorecards/weights (e.g., revenue growth, EBITDA, TSR) or actual bonus outcomes .
Equity Ownership & Alignment
- Equity awards: Employment agreement provides participation in GAN’s employee stock option program and equity plans; specific grant sizes/vesting for Gardali are not disclosed in proxy tables (he was not a 2024 NEO) .
- Hedging and pledging: GAN’s Insider Trading Policy prohibits hedging/monetization and pledging/margin accounts for covered officers/directors, reinforcing alignment; policy is referenced in the 2025 proxy (attached to 2024 10-K) .
- Change-in-control treatment (company-wide, including officers): Upon GAN’s merger closing on May 27, 2025, all outstanding restricted shares and RSUs vested in full and were cashed out at $1.97 per share; options fully vested and were cashed out for intrinsic value, eliminating unvested overhang and near-term selling pressure .
- RSUs/restricted shares payout: $1.97 × units .
- Options payout: max(0, $1.97 – strike) × shares .
- Beneficial ownership: 2025 proxy reports beneficial ownership for directors and NEOs; Gardali is not included, so his direct/indirect holdings and % of shares outstanding are not disclosed .
Employment Terms
| Provision | Terms | Notes |
|---|---|---|
| Agreement date | Amended & Restated Employment Agreement dated Mar 9, 2023 | Promotion to President, B2B . |
| Severance (without cause) | 12 months of then-current base salary; if termination occurs in calendar 2024, at GAN’s election 18 months with 18-month non-compete | Subject to execution of waiver . |
| Change-in-control transaction bonus | Lump sum equal to 100% of then-current base salary upon a Change-in-Control | CIC defined in agreement . |
| Double-trigger CIC protection | If terminated without cause or for good reason within 3 months before or 2 years after CIC: 1.5× base salary (lump sum within 10 days), pro rata bonus for year of termination, and full acceleration of all equity awards (fully vested, non-forfeitable, exercisable) | Robust protection; accelerates equity . |
| Restrictive covenants | Non-disclosure, non-solicitation, non-compete; extended non-compete if 18-month severance elected for 2024 terminations | Standard protections . |
| Equity plan backdrop | 2020 Equity Plan includes min 12-month vesting; option repricing prohibited; CIC acceleration generally only if awards not assumed/substituted—individual agreements (like Gardali’s) may specify double-trigger acceleration . |
Investment Implications
- Pay-for-performance transparency is limited: Gardali’s bonus metrics are described broadly without disclosed weights or outcomes, and he is not an NEO in 2024–2025 proxies—reducing visibility into his realized incentive alignment vs. performance .
- Retention and deal incentives are strong: Double-trigger CIC severance (1.5× base) plus pro rata bonus and full equity acceleration, plus a single-trigger CIC transaction bonus (100% base), create financial certainty around change-in-control scenarios and reduce voluntary departure risk during transitions .
- Selling pressure removed post-merger: With the May 27, 2025 merger cash-out ($1.97/share) fully vesting RSUs/restricted shares and options, unvested overhang and potential forced selling due to vesting/taxes are eliminated in the near term .
- Alignment safeguards: Anti-hedging/pledging policy for covered officers mitigates misalignment risks like pledging-related forced sales; no tax gross-up provisions are disclosed in Gardali’s agreement .
- Data gaps: Beneficial ownership, exact grant sizes, vesting schedules, and actual incentive payouts for Gardali are not disclosed, constraining precise assessment of “skin-in-the-game” and realized pay-for-performance; monitoring of any future parent-company disclosures is warranted .