Sylvia Tiscareño

About Sylvia Tiscareño

Sylvia Tiscareño is Chief Legal Officer at GAN, appointed December 19, 2021, with her employment starting December 20, 2021 . She is 48 years old as of April 29, 2025, and holds a BA in Sociology from the University of Nevada–Las Vegas and a JD from Capital University Law School . Prior roles include General Counsel at William Hill US (2015–2021) and Assistant General Counsel at Aristocrat Technologies (2008–2015), providing substantial legal and industry expertise across gaming, technology, and sports . Company TSR/revenue/EBITDA performance metrics are not disclosed in proxies and are therefore not included.

Past Roles

External Roles

No current public company board roles or committee positions disclosed .

Fixed Compensation

Multi-year compensation (Actual, $USD thousands):

Key features:

• Employment agreement initial base salary $350,000 with increase to $400,000 effective April 1, 2022 upon performance criteria .
• Annual target bonus equal to 100% of base salary; paid up to 50% in cash and up to 50% in RSUs (immediately vested when used to satisfy bonus), subject to conditions .

Performance Compensation

Structure and metrics:

• Annual bonus: 100% target of base salary, weighted 50% company performance (goals set by Compensation Committee) and 50% individual objectives set by CEO in consultation with the Committee .
• Equity awards: RSUs, including a one-time grant of 20,000 RSUs vesting fully on December 31, 2022 and a Q1 2022 RSU grant valued at ~$525,000 (approx. 150% of salary) with 4-year vesting (25% annually), plus annual RSU grants thereafter .

Actual incentive delivery (Annual bonus and RSU grant values):

Vesting schedule detail:

• RSUs under the 2020 Plan vest 25% on the anniversary of grant date (annual RSUs) .
• 2022 RSU grant vests annually over four years; 2021 grant of 20,000 RSUs vested in full on December 31, 2022 .

Equity Ownership & Alignment

• Beneficial ownership: 207,699 shares, less than 1% of outstanding shares as of April 29, 2025 (46,328,732 shares outstanding) .
• Unvested RSUs at year-end 2024: 292,809 units; market value $532,912 (price $1.82 as of 12/31/2024) .
• Unvested RSUs at year-end 2023: 293,747 units; market value $464,120 (price $1.58 as of 12/29/2023) .
• Options: None listed for Sylvia in outstanding equity awards table (indicates RSU-only profile at YE 2024) .

Outstanding equity awards progression:

Alignment policies:

• Hedging/pledging: Prohibited for executive senior personnel; may not hold GAN securities in margin accounts or pledge as collateral .
• Clawback: 2020 Equity Incentive Plan permits application of Company clawback policy to awards if implemented by the Board/Committee .

Stock ownership guidelines: Not disclosed for executives in the cited documents .

Employment Terms

Core terms (Executive Employment Agreement, Dec 19, 2021):

• At-will employment; place of performance Las Vegas, NV .
• Base salary: $350,000, with increase to $400,000 effective April 1, 2022 upon successful performance .
• Target bonus: 100% of base salary; 50% company performance; 50% individual objectives; payable up to 50% cash and 50% vested RSUs subject to conditions .
• Equity awards: Initial 20,000 RSUs vested 12/31/2022; Q1 2022 RSUs valued ~$525,000 (true-up if salary increased), 4-year vest; annual RSU grants thereafter .
• Non-compete: 1-year post-termination; garden leave salary (continued base pay during non-compete period). Company may waive non-compete (and garden leave) with 60 days notice .
• Non-solicit: 1-year duration for employees and customers, subject to state law carve-outs .
• Confidentiality, inventions assignment, arbitration (JAMS, CA law), and cooperation provisions included .

Severance and change-in-control economics:

• Termination without cause or with good reason (non-CIC): Cash severance equal to 1x sum of then-current base salary + target bonus; pro-rata target bonus; pro-rated acceleration of unvested equity; and 12 months of COBRA premiums .
• Change-in-control single-trigger: Transaction bonus equal to 100% of then-current base salary, payable within 10 days of CIC .
• Change-in-control double-trigger (termination without cause/for good reason within 3 months before or 2 years after CIC): Full acceleration of all unvested equity; cash severance equal to 1.5x sum of base salary + target bonus; pro-rata target bonus; and 18 months COBRA premiums .

Golden parachute (FY 2023 merger advisory vote estimates):

Notes: Single-trigger transaction bonus and double-trigger severance elements are described; cash amounts reflect garden leave compensation and severance details per proxy estimate table .

Investment Implications

• Pay-for-performance calibration: Annual bonus structure targets 100% of salary with 50% tied to company performance; actual cash bonus was modest in 2023 ($10.5k) and zero in 2024, indicating conservative payouts vs targets during a period of reduced equity issuance tied to pending merger considerations .
• Vesting overhang and potential selling pressure: Significant unvested RSUs (292,809 at YE 2024) vest 25% annually, implying periodic supply from vest settlements; absence of options reduces leverage-induced selling incentives .
• Strong retention protections: One-year non-compete with garden leave salary, plus double-trigger CIC full acceleration and 1.5x salary+bonus severance, enhance retention but increase parachute costs and create event-driven alignment to close transactions .
• Alignment safeguards: Anti-hedging/pledging policy limits misalignment risk; clawback capability exists via plan architecture, subject to Company policy implementation .
• Ownership: Beneficial ownership of 207,699 shares (<1%) with RSU-heavy profile aligns compensation with long-term equity value, though no executive ownership guideline is disclosed .