William Scott

About William Scott

William Scott, age 61, is Chairman of the Board and a Series C Preferred Stock Director at Golden Matrix Group (GMGI) since April 2024, and is deemed independent under Nasdaq rules and Exchange Act Rule 10A-3 . He is a Chartered Accountant (South Africa) with a BCom (Honors) from the University of the Witwatersrand, Johannesburg . His board tenure at GMGI began on April 9, 2024, and he has chaired the Board since appointment . In 2024, all directors, including Scott, attended at least 75% of Board and committee meetings and attended the October 7, 2024 annual meeting .

Past Roles

External Roles

Board Governance

• Roles: Chairman of the Board; Member, Audit Committee; Chairman, Nominating & Corporate Governance Committee .
• Independence: Board determined Scott is independent under Nasdaq director standards and Exchange Act Rule 10A-3; all committee members are independent .
• Attendance/Engagement: In 2024, all directors attended ≥75% of Board/committee meetings; all directors attended the Oct 7, 2024 annual meeting; directors are encouraged to attend annual meetings .
• Executive Sessions: Independent directors meet in executive session from time to time without management present .
• Controlled Company Context: GMGI is a “controlled company” under Nasdaq rules due to Meridian Sellers’ majority voting power; GMGI nevertheless maintains majority-independent Board and independent compensation and nominating committees .
• Series C Appointment Rights: Holders of Series C Preferred Stock (Meridian Sellers) have the right to appoint two directors when they own >40% of common stock and the Board has ≥5 members; they nominated Scott; only Series C holders vote on Series C directors .

Fixed Compensation

Performance Compensation

• Anti-Hedging/Pledging: Directors are prohibited from derivative hedges and short sales; pledging/margin accounts prohibited unless the pledgor has clear financial capacity; policy encourages use of Rule 10b5‑1 plans .

Other Directorships & Interlocks

Expertise & Qualifications

• Chartered Accountant (South Africa); BCom (Honors), University of the Witwatersrand .
• Deep gaming industry strategy and operations experience at GTECH/IGT; finance leadership roles; consultancy in gambling sector .
• Committee leadership in governance; financial literacy affirmed; Audit Committee membership .

Equity Ownership

• Stock Ownership Guidelines: Company has no equity ownership policy at this time, limiting formal “skin-in-the-game” alignment requirements .
• Hedging/Pledging: Company prohibits hedging and generally prohibits pledging/margin unless financially capable; no pledges disclosed for Scott .

Governance Assessment

• Strengths:
  • Independent Chair with sector-specific expertise; independent committee leadership and membership (Audit; Nominating & Governance) .
  • Performance-conditioned RSU award for directors tied to revenue and Adjusted EBITDA, aligning oversight incentives with operating performance; FY2024 targets achieved and RSUs vested .
  • Attendance at or above 75% threshold; participation at 2024 annual meeting supports engagement .
  • Anti-hedging/anti-pledging policies reduce misalignment risk .
• Weaknesses/RED FLAGS:
  • Controlled company with Series C Preferred holders appointing Scott and another director, and Voting Agreement allowing Series C appointees to share confidential information with Meridian Sellers; heightened risk of influence by controlling shareholders over board composition and information flow .
  • No stock ownership guidelines for directors (or executives), potentially weaker long-term alignment .
• Neutral/Context:
  • GMGI elected to maintain independent committees despite controlled company exemptions; Audit Committee tasked with related-party review .
  • Independence affirmed under Nasdaq; nonetheless, appointment source (Series C) may affect investor perceptions of independence .

Related Party Exposure (specific to Scott)

• Appointment & Compensation:
  • Appointed as Series C Director and Chairman effective April 9, 2024; RSU grant May 9, 2024 for Board services; these are standard director arrangements disclosed in “Certain Relationships and Related Transactions” and “Directors Compensation” sections .
• Voting Agreement:
  • Nominating & Governance Committee consists of two independent directors, chaired by Scott; Voting Agreement permits Series C-appointed directors to share confidential information with Meridian Sellers (while limiting broader disclosure), a potential governance risk .

Say‑on‑Pay & Shareholder Feedback (context)

• GMGI’s say‑on‑pay frequency is every three years; next advisory vote scheduled for 2028; this pertains to executive pay but informs overall governance cadence .

Compensation Committee Analysis (context)

• All committee members are independent; Compensation Committee oversees executive and director pay; no interlocks disclosed in 2024 .

Committee Assignments (William Scott)

Meeting Attendance

Signals for Investors

• Performance-tied director equity indicates willingness to align oversight with operating outcomes (Revenue and Adjusted EBITDA), a positive governance signal .
• Series C appointment rights and confidential information sharing provision create a potential conflict vector and should be monitored as a RED FLAG for minority investor influence concerns .
• Absence of stock ownership guidelines dampens formal alignment; anti-hedging/anti-pledging improves behavioral alignment .