Anthony Brian Goodman

About Anthony Brian Goodman

Anthony Brian “Brian” Goodman (age 66) is President, CEO, Secretary, Treasurer, and Director of Golden Matrix Group (GMGI); he has served as CEO and director since February 2016 and was Chairman until April 2024 . He is a qualified pharmacist (BPharm, University of the Witwatersrand, 1981; re-qualified in Australia in 1989) and has 30+ years of senior operating experience in gaming and technology businesses . Under GMGI’s current structure (MeridianBet as accounting acquirer), FY 2024 revenue was $151.1M (+63% YoY), with Q4 2024 revenue up 81% to $46M; Adjusted EBITDA for 2024 was $22.19M (+4% YoY) and Q4 2024 Adjusted EBITDA $6.54M (+69% YoY) . Company cumulative TSR values used in pay-versus-performance reporting were $39.56 (2022), $37.54 (2023), and $30.84 (2024) per $100 initial investment, consistent with a challenging market backdrop during 2024 .

Past Roles

External Roles

Fixed Compensation

• Contracted salary steps: $158,400 (Oct 26, 2020 start), $174,240 effective Sep 1, 2023; $396,000 effective Jun 18, 2024; $435,600 effective Sep 1, 2025; Australian superannuation escalated to 12% by Jun 30, 2025 .
• Term through Aug 20, 2027; auto-renews annually unless notice 3 months prior .

Performance Compensation

Notes:

• No executive held option awards as of Dec 31, 2024 (low option overhang) .
• Company has adopted a Dodd-Frank compliant clawback policy effective Oct 2, 2023 .
• Insider trading policy discourages hedging and prohibits pledging unless financially able to repay without resort to pledged securities; 10b5-1 plans encouraged .

Equity Ownership & Alignment

Additional alignment details:

• RSUs: 250,000 granted; 2024 performance-based tranches vested post-year-end (supply consideration) .
• Ownership guidelines: Company currently has no executive equity ownership policy .
• Anti-hedging/pledging: directors/officers prohibited from derivatives and short sales; pledging only with demonstrable capacity to repay; no pledges disclosed for Goodman .

Employment Terms

• Term/renewal: Agreement effective Oct 26, 2020; current term through Aug 20, 2027; auto-renewal year-to-year thereafter; terminable by either party with/without cause per contract .
• Severance (non-CoC): If terminated by Company without cause or by Goodman for good reason: lump-sum equal to 18 months of then-current base salary plus target bonus; pro rata current-year bonus; full accelerated vesting of unvested equity; options exercisable up to one year or original expiry, whichever earlier .
• Change-of-control: Single-trigger equity acceleration upon a Change of Control (all equity vests regardless of continued employment); cash severance of 3.0x (base + most recent bonus) upon CoC termination or in anticipation thereof (within six months prior), less any prior severance paid .
• Restrictive covenants: 1-year non-compete post-termination in US/UK gaming-related businesses; confidentiality and IP assignment; standard non-solicitation .
• Outside activities: Agreement does not restrict services to Luxor Capital, Elray Resources, or Articulate (reflecting disclosed related-party roles) .

Board Governance

• Current roles: Director since Feb 2016; not serving on Audit, Compensation, or Nominating & Governance committees (those are fully independent) .
• Board structure: Independent Chairman (William Scott) with CEO/Chair roles split; Board cites this as effective for oversight and management accountability .
• Committee composition: Audit (Chair: M.G. Smith; members: McChesney, Scott); Compensation (Chair: McChesney; members: Smith); Nominating & Governance (Chair: Scott; member: McChesney) — all independent .
• Attendance: All directors attended at least 75% of Board and committee meetings in 2024; all directors attended Oct 7, 2024 annual meeting .
• Controlled-company status: Majority voting power controlled by Meridian Sellers; GMGI voluntarily maintains majority independent Board and independent committees .
• Voting Agreement: Meridian Sellers agreed not to remove Goodman as CEO (absent cause or fiduciary duty constraints) during the Voting Agreement term; Series C holders appoint two directors .

Performance & Track Record

• Notable achievements: Closed MeridianBet acquisition (reverse merger accounting, MeridianBet as accounting acquirer), expanded into LatAm/Europe, record B2B and B2C performance; guidance for Q1 2025 revenue +69% to +80% YoY ($42–45M) .
• Disclosed legacy proceeding: 2016 SEC cease-and-desist against Elray (Goodman is CEO of Elray); administrative settlement applied to Elray, not to Goodman individually .

Compensation Structure Analysis

• Mix shift: 2024 CEO pay largely cash base and statutory superannuation; performance equity tied to 2024 revenue/AEBITDA targets vested after goals met (greater line-of-sight, lower risk than options) .
• Pay-for-performance link: CAP moved negative in 2024 (due to equity valuation adjustments) even as operational metrics improved, aligning with TSR pressure and higher amortization/interest costs post-M&A .
• Guarantees vs at-risk: Base escalations are contractually set (min +10% annually), raising fixed pay’s share; however, performance RSUs and clawback policy temper this risk .
• Equity plan capacity: 2018/2022/2023 plans active; evergreen features; Board reduced 2023 Plan auto-increase in 2025 to limit dilution (3.632M vs 5.0M) .

Related Party Transactions (Governance Red Flags to Monitor)

• Articulate Pty Ltd (50% owned by Goodman; 50% by spouse): License agreement for GM2 Asset; 2024 revenue $192,807; A/R $313,509 at Dec 31, 2024; license terminated effective Jan 1, 2025; A/R $132,072 at Jun 30, 2025 .
• Elray Resources Inc. (Goodman CEO/Director; Feng Director): License of GMGI games; 2024 revenue $36,205; A/R $35,911 at Dec 31, 2024; Board and Audit Committee approved with Goodman/Feng abstaining .
• Family employment: Brett Goodman (son) employed as VP Business Development; compensation terms and equity grants disclosed .
• Day-to-Day Management Agreement: Limits interference with MeridianBet day-to-day operations through April 2026; coupled with Voting Agreement dynamics; governance complexity warrants monitoring .

Director Service and Compensation (for dual-role implications)

• Board service: Goodman has been a director since 2016; not independent due to CEO role .
• Committees: Not a member of Audit/Comp/Nom-Gov (all independent), mitigating CEO influence over pay and oversight .
• Director pay: Executives are not separately paid for Board service; independent director retainers were increased to $7,500/month effective Jun 1, 2024 .

Equity Ownership & Voting Structure Considerations

• Goodman’s 1,000 Series B Voting Preferred shares carry 7.5 million votes (7,500 votes/share), increasing total voting power to 15.0% despite 11.9% of common .
• Series C Preferred (held by Meridian Sellers) carries class voting rights to appoint two directors and significant aggregate voting power; combined with Voting Agreement, this supports management continuity but can reduce minority investor influence .

Say-on-Pay & Shareholder Feedback

• Say-on-pay frequency set to triennial in 2022; Company is holding an advisory say-on-pay vote at the 2025 annual meeting; the next say-on-pay is expected at the 2028 annual meeting (no historical approval percentages disclosed) .

Expertise & Qualifications

• Education: BPharm, University of the Witwatersrand (1981); re-qualified pharmacist in Australia (1989) .
• Industry expertise: Gaming technology, international operations, and entrepreneurial leadership; Board cites his expertise as qualification for director service .

Risk Indicators & Red Flags

• Single-trigger equity vesting on Change-of-Control (immediate vest regardless of retention) raises potential misalignment risk in transactional scenarios .
• Related-party dealings (Articulate, Elray) and family employment require continued Audit Committee oversight (policies in place, approvals/abstentions disclosed) .
• Controlled-company dynamics and Series C appointment rights may entrench governance, though Board maintains majority independence and independent committees .
• Anti-hedging/pledging policy in place; no pledging disclosed for Goodman (monitor ongoing compliance) .

Investment Implications

• Alignment: Goodman’s sizable ownership (11.9% common; 15.0% voting) and performance-based RSUs provide meaningful alignment; anti-hedging/pledging policies are shareholder-friendly; absence of ownership guidelines is a gap .
• Retention and deal incentives: Robust severance (18 months+target bonus) and 3.0x CoC cash multiple with single-trigger equity accelerate retention and potential M&A execution, but increase payout risk in a sale; investors should model CoC economics .
• Execution track: FY2024 operational metrics improved materially (revenue +63%, Q4 AEBITDA +69%); CEO CAP turned negative in 2024, indicating sensitivity of reported pay to equity valuation and restructuring costs rather than cash increases—a constructive P4P signal .
• Governance watch items: Related-party transactions (mitigated by independent approvals), Voting Agreement constraints, and Meridian Sellers’ board appointment rights warrant continued monitoring, especially around capital allocation and further M&A .

Appendix: Pay vs Performance (Company disclosure)

All citations refer to GMGI’s 2025 Definitive Proxy (DEF 14A) and 2025 current reports on Form 8-K as indicated.