Naoki Kameda
GANAbout Naoki Kameda
Naoki Kameda (born 1973) is a Japanese executive with 25+ years in entertainment and gaming, currently President and CEO of Sega Sammy Creation (SSC) and, since May 27, 2025, the sole director of GAN following its acquisition by SSC; educated at Waseda University (LL.B.) with additional MBA studies and long-standing roles in Sega’s global businesses . He was appointed sole director concurrent with GAN’s change of control and delisting upon SSC closing the merger at $1.97 per share cash consideration .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sega Sammy Creation USA Inc. | President & COO | Apr 2019 – Dec 2022 | Led U.S. operations; foundation for subsequent CEO role |
| Sega Sammy Creation Inc. | President & CEO | Dec 2022 – present | Strategic leadership; international expansion of gaming machines |
| SEGA Networks Inc. | COO & CFO | 2016 – 2019 | Led mobile game app segment in NA & Europe |
| SEGA Networks Inc. | VP, International Publishing & Development | 2014 – 2016 | Built international publishing pipeline |
| Sega of America, Inc. | Director / Senior Director, Digital Business Planning | 2011 – 2013 | Digital strategy for console and online |
| Sega Enterprises (Tokyo Joypolis) | Administrator, Amusement Theme Park Division | 1997 (early career) | Operations, service improvement, VIP hosting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sega Sammy Creation Inc. | President & CEO | Dec 2022 – present | Appointed with chairman change; focuses on growth in gaming machines |
| Sega Sammy Creation USA Inc. | CEO | As of 2022 | CEO of U.S. subsidiary as part of group leadership |
| GAN (UK) Ltd. | Secretary & Director | Since 2025 | Post-merger subsidiary directorship/interlock with GAN group entities |
Board Governance
- Post-merger (effective May 27, 2025), all prior GAN directors resigned and Naoki Kameda became the sole director; GAN adopted Merger Sub’s memorandum and bye-laws and ceased Nasdaq trading and SEC reporting, becoming a wholly-owned SSC subsidiary .
- Pre-merger (FY2024), GAN’s board held 4 meetings, and each director attended at least 75% of eligible board and committee meetings; four of five directors were independent under Nasdaq/SEC (CEO was not independent) .
| 2024 Committee Composition (Pre-Merger) | Audit Committee | Compensation Committee | Nominating & Corporate Governance |
|---|---|---|---|
| David Goldberg | — | Member | Member |
| Susan Bracey | Member | Chair | — |
| Eric Green | Member | — | Chair |
| David Ross | Chair | Member | Member |
| Meetings (2024) | Audit: 3 | Compensation: 0 | Not specified |
Governance implications and independence:
- After the change in control, Kameda is an officer of the controlling parent (SSC) and serves as GAN’s sole director, which does not meet public-company independence norms and eliminates independent oversight, committee structure, and executive sessions typical of listed governance frameworks .
- RED FLAGS: Sole-director structure post-merger; parent-affiliated director; merger bye-law replacement; dissolution or non-disclosure of committee operations—reduces checks and balances for minority investors (now moot given 100% ownership, but relevant to governance quality perceptions) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| Sega Sammy Creation Inc. | President & CEO | Direct affiliation with controlling shareholder of GAN; potential alignment with parent priorities over standalone GAN interests |
| GAN (UK) Ltd. | Secretary & Director | Cross-entity governance within GAN group; heightens related-party exposure under SSC control |
- There is no disclosure of other public company boards for Kameda outside SSC group; primary network is Sega/Sammy corporate ecosystem .
Expertise & Qualifications
- Education: Waseda University LL.B. (1991–1995); additional MBA studies (2009–2011) with focus on corporate and business strategy .
- Technical/industry expertise: Mobile/app gaming, international publishing, casino gaming hardware/software, U.S. market operations; senior financial and operational roles (COO/CFO) .
- Geographic breadth: Japan, U.S. (Las Vegas base), Europe; cross-border expansion .
Equity Ownership
- Post-merger, public shareholders received $1.97 per share cash; all restricted shares and RSUs vested and were cashed out, and options were cancelled for cash equal to intrinsic value (Merger Consideration minus strike), eliminating public equity alignment metrics at GAN; no Kameda-specific beneficial ownership disclosure at GAN is available .
- GAN is now a wholly-owned subsidiary of SSC; director stock pledging/hedging disclosures no longer apply in public reporting context .
Governance Assessment
- Board effectiveness: The sole-director appointment centralizes authority and eliminates independent committee oversight; while typical for wholly-owned subsidiaries, it reduces governance transparency and checks that public investors rely on—negative for investor confidence in a listed context (now moot post-delisting) .
- Conflicts/related-party exposure: High, given Kameda’s dual role as SSC CEO and GAN sole director; decisions at GAN are inherently parent-driven; related-party transaction oversight is not subject to independent committee review .
- Independence/attendance: Pre-merger board met 4 times with adequate attendance and independence; post-merger independence not applicable—Kameda is parent-affiliated and sole director .
- Compensation and ownership alignment: No director compensation disclosure for Kameda at GAN post-merger; equity alignment transitioned to cash-out for public shareholders at closing, removing market-based incentive signals at the subsidiary level .
- Signals: Bye-law replacement and committee dissolution suggest SSC will run GAN tightly within group governance; for traders and PMs, this indicates limited standalone strategic optionality and disclosure going forward—governance risk mainly shifts to SSC’s oversight standards .