Seamus McGill
GANAbout Seamus McGill
Seamus McGill is GAN’s Chief Executive Officer and a director, age 73 as of April 29, 2025; he has served as CEO since September 2023 and has been on GAN’s Board since 2014 . He brings 25+ years in gaming and technology, including leadership roles at JOINGO (President), Aristocrat Technologies (COO), Cyberview Technology (President; led sale to IGT), and senior roles at WMS and Mikohn . Under his tenure, GAN completed its sale to SEGA SAMMY at $1.97 per share cash, a >121% premium to the Nov 7, 2023 close (pre-deal announcement), with shares delisted post-close; 2024 net loss was $8.0 million before the transaction .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JOINGO | President | Dec 2013 – Oct 2015 | Led mobile software initiatives in gaming |
| Aristocrat Technologies | Chief Operating Officer | ~5 years prior to JOINGO | Drove ~20% YoY growth in the Americas for global slot/gaming supplier |
| Cyberview Technology | President | Prior to Aristocrat | Orchestrated sale to International Game Technology plc (IGT) |
| WMS Gaming | Senior roles | Prior to Cyberview | Oversaw global expansion of the company |
| Mikohn Gaming | Early career | Prior to WMS | Entered gaming industry |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in 2025 proxy biography for McGill | — | — | — |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Cash/NEIP Bonus ($) |
|---|---|---|---|
| 2024 | 501,800 | 100% | — |
| 2023 | 113,500 | 100% | — |
- Employment agreement (Sep 26, 2023) terms: base salary $500,000 and eligibility for annual bonus up to 100% of salary; bonuses payable in cash or vested stock, at Board discretion .
Performance Compensation
Annual Incentive (Cash)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual bonus | Not disclosed | Up to 100% of salary | No bonus reported for 2024 | $0 | Annual; terms allow cash or vested stock |
Equity Awards and Vesting
| Award Type | Grant/Strike | Quantity | Vesting Schedule | Status at 12/31/2024 | Notes |
|---|---|---|---|---|---|
| Initial equity award (restricted shares/RSUs) | — | 275,000 | 25% on each anniversary of grant, 4 years, service-based | 206,250 unvested units; value $375,375 at $1.82 | One tranche vested; valuation uses 12/31/2024 close $1.82 |
| Stock options | $1.06 | 50,000 | 25% after 1 year, then monthly over 36 months | Exercisable | Exp. 8/24/2027 |
| Stock options | $2.18 | 50,000 | 25% after 1 year, then monthly over 36 months | Exercisable | Exp. 12/11/2028 |
| Stock options | $3.62 | 100,000 | 25% after 1 year, then monthly over 36 months | Exercisable | Exp. 10/01/2029 |
- Option/RSU plan terms: Options under the 2020 Plan vest 25% at 1-year, then monthly over 36 months; RSUs vest 25% on each grant anniversary .
- Merger treatment (May 27, 2025): At close, all restricted shares and RSUs vested in full for a cash-out at $1.97/share; all options vested in full and were cancelled for cash equal to intrinsic value, if any, at $1.97 less strike price .
Potential In-The-Money (ITM) Value Snapshot (12/31/2024)
| Option Tranche | Strike | Shares | Stock Price Used | ITM Value |
|---|---|---|---|---|
| Options | $1.06 | 50,000 | $1.82 | $38,000 [(1.82−1.06)×50,000] |
- Other option tranches were out-of-the-money at $1.82 (12/31/2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 302,560 shares beneficially owned; includes 200,000 options exercisable within 60 days of Apr 29, 2025; <1% of outstanding shares |
| Shares outstanding reference | 46,328,732 ordinary shares outstanding as of Apr 29, 2025 |
| Vested vs unvested (as of 12/31/2024) | Options: 200,000 exercisable; RSUs: 206,250 unvested (valued $375,375 at $1.82) |
| Hedging/pledging | Company policy prohibits hedging/monetization and prohibits holding/pledging Company securities in margin accounts for executive senior personnel |
| Trading controls | Designated Insiders must pre-clear trades; quarterly blackout: from 15 days before quarter-end to two full trading days after earnings release |
| Ownership guidelines | Not disclosed in proxy/10-K extracts reviewed — |
Employment Terms
| Feature | Key Terms |
|---|---|
| Agreement date/role | Sept 26, 2023; appointed Interim CEO (subsequently CEO) |
| Base salary | $500,000 |
| Target bonus | Up to 100% of base salary; payable in cash or vested stock |
| Initial equity award | 275,000 ordinary shares; 25% vesting on each anniversary over 4 years, service-based |
| Change-in-control (CIC) transaction bonus | 100% of then-current base salary upon change in control |
| Non-compete | One-year non-compete with continued salary payments during the period, in exchange for compliance |
| Severance (no cause / good reason) | Pro rata vesting of unvested equity for service period; cash severance equal to one-year base salary; 12 months COBRA premiums; release required |
| CIC double-trigger equity vesting | If terminated without cause or resigns for good reason within 3 months before or 2 years after a CIC: all unvested equity fully vests |
| Actual CIC treatment at merger close | At May 27, 2025 close: all restricted shares/RSUs vested and paid at $1.97; options vested and cashed for intrinsic value (if any) per merger terms |
| Restrictive covenants | Confidentiality, non-competition, non-solicitation of employees/customers; post-employment cooperation |
Compensation Structure Analysis
- 2024 pay was predominantly fixed salary with no cash or equity bonus reported; equity grants for executives were significantly reduced due to the pending merger, per the company’s compensation disclosure .
- Incentive metric details (weights/targets) for the CEO’s annual bonus were not disclosed in the proxy extracts; the employment agreement sets a 100% of salary target but provides discretion on form of payout .
- Equity risk/retention: Prior to merger, CEO held 206,250 unvested RSUs with time-based vesting and 200,000 fully exercisable options; the merger forced full acceleration and cash-out at $1.97, eliminating ongoing equity retention levers post-close .
Performance & Track Record
- Strategic outcome: Led GAN through a strategic process culminating in a sale to SEGA SAMMY for $1.97/share in cash; premium of over 121% to the Nov 7, 2023 pre-announcement close; shares delisted upon completion .
- Financial context: GAN reported a 2024 net loss of $8.0 million (improved vs 2023), highlighting continued turnaround needs pre-transaction .
- Customer concentration/contract risk (pre-close): FanDuel accounted for 15.3% of 2024 revenue; exclusivity ended Jan 2023 and U.S. contract expired Jan 2025, posing execution risk to standalone strategy before the sale .
Board Governance
- Role: CEO and director (Class III), not independent; did not serve on any Board committees .
Risk Indicators & Red Flags
- Late Section 16 filing: One late Form 4 reported for McGill in 2024 (settlement of RSUs/withhold for taxes) .
- Hedging/pledging prohibited: Insider Trading Policy bans hedging and pledging by executive senior personnel, reducing misalignment risk .
- Regulatory caution: As a gaming company, GAN highlighted extensive regulatory compliance and licensing risks pre-transaction .
Equity Ownership & Alignment Table (as of dates shown)
| Measure | Amount |
|---|---|
| Beneficial ownership (Apr 29, 2025) | 302,560 shares; includes 200,000 options exercisable within 60 days; <1% ownership |
| Unvested RSUs (Dec 31, 2024) | 206,250 units; market value $375,375 at $1.82 |
| Exercisable options (Dec 31, 2024) | 200,000 (strikes: $1.06×50k; $2.18×50k; $3.62×100k) |
| Pledged shares | Prohibited by policy for executive senior personnel |
Employment Terms Summary Table
| Term | Detail |
|---|---|
| Base salary | $500,000 |
| Target annual bonus | Up to 100% of salary |
| Initial equity grant | 275,000 shares; 25% annual vesting |
| Severance (no cause/good reason) | 1× base salary cash; pro rata equity vesting; 12 months COBRA |
| Change-in-control | 1× salary transaction bonus; double-trigger full equity acceleration within −3 months/+2 years if terminated |
| Actual merger equity treatment | Full vesting/cash-out of RSUs and ITM value for options at $1.97 on May 27, 2025 |
Investment Implications
- Alignment pre-close: Time-based RSUs and vested options provided some alignment; anti-hedge/pledge policy and pre-clearance/blackouts reduced adverse trading signals; however, absence of disclosed performance-weighted equity (PSUs) and no 2024 bonus metrics dampen explicit pay-for-performance link .
- Overhang/selling pressure: Prior to the merger, 206,250 unvested RSUs represented potential vest-driven supply; the merger’s full cash-out at $1.97 eliminated future insider selling pressure and public-market alignment considerations post-close .
- Retention/CIC economics: One-year non-compete with salary continuation and CIC transaction bonus (1× salary), plus double-trigger equity acceleration, provided meaningful retention through closing; actual merger treatment delivered immediate liquidity, which can increase post-close transition risk if not replaced by acquirer incentives .
- Execution record: Completed a premium takeout (>121% vs pre-announcement), addressing standalone risks including customer concentration and continued losses; investors should note that post-close performance and incentives are now under SEGA SAMMY governance and are outside public disclosure .