Zoran Milošević
About Zoran Milošević
Chief Executive Officer of the MeridianBet Group since 2008; joined the Group in 2003 across Marketing, Risk Management, Online Betting and Software Development, and has led expansion across Europe, Africa, and Latin America in over 30 jurisdictions . He holds an Industrial Engineering degree from the University of Belgrade and previously served in public roles including Member of Serbia’s Parliament (1997–2001), Member of the Belgrade City Parliament (2004–2008), and Board Member of Serbia National Lottery (2012) . As a significant stockholder, he beneficially owns 9,080,320 common shares (6.5%), plus 100 Series C Preferred shares (10% of Series C), totaling 9,830,220 voting shares (6.3%) . Company performance metrics used in executive incentives included 2024 revenue and adjusted EBITDA targets for RSU vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MeridianBet Group | Executive (Marketing, Risk Mgmt, Online Betting & Software Dev.) | 2003–2008 | Built domain expertise across core operating functions |
| MeridianBet Group | Chief Executive Officer | 2008–Present | Expanded brand portfolio and market share across 30+ jurisdictions |
| Parliament of the Republic of Serbia | Member of Parliament | 1997–2001 | Public-sector governance experience |
| Belgrade City Parliament | Member | 2004–2008 | City-level governance exposure |
| Serbia National Lottery | Board Member | 2012 | Sector oversight experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MeridianBet Group (private) | Board Member | Ongoing | Group-level governance |
| My Best Odds (Belgium) | Board Member | Ongoing | International exposure |
| Global Meridian Gaming N.V. (Curacao) | Board Member | Ongoing | Offshore operations governance |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Salary ($) | $93,129 |
| Stock Awards (grant-date fair value) ($) | $715,000 |
| Total ($) | $808,129 |
| Salary Structure | Terms |
|---|---|
| Annual Basic Salary | $396,000 |
| Monthly Salary (cash) | $174,240, paid monthly in arrears |
| Quarterly Salary | $221,760, payable in cash or Company shares at CEO’s option as “Quarterly Salary Shares” |
| Automatic Increase | ≥10% per annum; Compensation Committee may increase further |
| Bonus Plan | Board has discretion to establish cash bonus plan; none established to date; discretionary equity/cash awards may be granted |
| Quarterly Salary Shares Accruals | As of Dec 31, 2024 | As of Jun 30, 2025 |
|---|---|---|
| Accrued Quarterly Salary to be settled in shares | $158,081 | $293,579 |
| Company disclosure on share settlement (Z. Milošević & S. Božović) | — | Quarterly salaries totaling $482,656 expected to be settled in shares |
Performance Compensation
| Award | Grant Date | Quantity/Amount | Metric | Target | Vesting/Payout |
|---|---|---|---|---|---|
| RSUs | May 9, 2024 | 250,000 RSUs | Company performance | Not specified for Milošević; RSUs “subject to vesting ... to the extent certain performance metrics are met” | Requires continued service through vesting date; performance-contingent |
| RSUs | Jan 12, 2025 | 300,000 RSUs | Services through 2025 | Not disclosed | Year-end 2025 service condition; Board-approved |
| Contingent Cash Bonus | Jan 12, 2025 | $300,000 | Services through 2025 | Not disclosed | Contingent, specifics not disclosed |
| Company RSU Program Performance Metrics (2024) | Target | Vesting Mechanics |
|---|---|---|
| Revenue | $48,591,457 | 50% of applicable RSUs vest upon meeting revenue target |
| Adjusted EBITDA | $2,637,004 | 50% of applicable RSUs vest upon meeting adjusted EBITDA target |
Note: The Company disclosed the 2024 revenue and adjusted EBITDA vesting targets for certain unvested RSUs (Goodman, Feng, Directors). Mr. Milošević’s May 9, 2024 RSU grant is performance-based but his specific target table was not separately enumerated; the Company stated such RSUs vest upon meeting “certain performance metrics” with continued service .
Equity Ownership & Alignment
| Ownership Component | Amount | % Ownership | Voting Detail |
|---|---|---|---|
| Common Stock Beneficially Owned | 9,080,320 | 6.5% of common | Included in total voting shares |
| Series C Preferred | 100 shares | 10.0% of Series C | Super-voting class; Board nomination rights per broader structure |
| Total Voting Shares | 9,830,220 | 6.3% of total voting shares | Combined voting power |
| Post-Closing Cash Consideration Conversions (Meridian Purchase) | Date | Cash Converted | Shares Issued | Price/Share |
|---|---|---|---|---|
| 12-month consideration (portion) | Apr 9, 2025 (Sixth Amendment) | $100,000 | 50,000 | $2.00 |
| 12-month consideration (portion) | Aug 21, 2025 (Seventh Amendment) | $30,000 | 22,556 | $1.33 |
| Remaining 12-month consideration | Extended | $150,000 (unpaid per Sixth Amendment) | — | Extended by mutual agreement |
| Promissory Note (Meridian Purchase consideration) | Apr 9, 2024 | $1,250,000 | — | Note issued at closing |
| Dividends Paid to Former Owners (Pre-Closing) | FY 2023 | FY 2024 |
|---|---|---|
| Zoran Milošević | $839,553 | $165,562 |
Insider hedging/pledging: Company policy includes anti-hedging provisions; no pledging by Mr. Milošević disclosed .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Entered June 18, 2024, between Meridian Tech d.o.o. and Zoran Milošević (CEO of Meridian Tech; significant stockholder) |
| Term & Renewal | Through Aug 20, 2026; auto-renews in successive 1-year periods unless 3-month prior notice |
| Compensation | Basic salary $396,000; Monthly $174,240 (cash); Quarterly $221,760 (cash or Company shares, “Quarterly Salary Shares”) |
| Annual Increase | Automatic ≥10% per annum; committee discretion for additional increases |
| Benefits & Leave | Eligible for executive benefits; annual leave per Serbian law + 7 additional days; up to 14 days sick leave per year |
| Non-Compete | 1-year post-termination; scope includes U.S., U.K., Malta, Serbia, Montenegro, Cyprus, Tanzania, Kenya, Belgium, Peru, Curacao, South Africa, Bosnia; non-solicit of customers/suppliers for same period |
| Severance (Standard) | If terminated without cause/Immediate Company Termination or for good reason: lump-sum equal to 18 months’ current basic salary + targeted bonus; immediate vesting of unvested equity; options exercisable up to 1 year (or earlier original expiry) |
| Change-of-Control (Double Trigger) | If terminated within 12 months following, or in anticipation of, a Change of Control: lump-sum equal to 3.0× (current annual base salary + most recent bonus), net of prior severance payments; immediate vesting of all equity; option exercise window up to 1 year (or earlier original expiry) |
| Clawback | Subject to Company Policy for Recovery of Erroneously Awarded Incentive-Based Compensation (adopted Sept 22, 2023; effective Oct 2, 2023) |
| Cause Definition | Gross negligence or willful misconduct materially affecting performance (determined by independent directors in good faith) |
| Day-to-Day Management Agreement | Dated Apr 9, 2024; prohibits Company from materially interfering in MeridianBet Group day-to-day operations by current leadership (Milošević) while Voting Agreement is in place; term to Apr 9, 2026; termination mechanics and substitution rights defined |
Investment Implications
- Alignment: High equity exposure and performance-linked RSUs indicate pay-for-performance orientation; 2024 compensation skewed to stock awards ($715k vs $93k salary) . Company-level RSU targets tied to revenue and adjusted EBITDA suggest direct linkage to operational outcomes .
- Share issuance pressure: Quarterly salary shares accruals and explicit expectation to settle cumulative quarterly salaries in shares (with Božović) could add near-term issuance/dilution and potential selling pressure from tax/monetization needs; monitor accruals and share settlements by quarter .
- Control and continuity: Significant common and Series C ownership (6.5% common; 10% Series C) plus the Day-to-Day Management Agreement create strong operational continuity and influence—positive for execution stability but potentially elevating governance scrutiny .
- Retention risk: Contract auto-renewal to 2026, 1-year non-compete/non-solicit, and rich severance/change-of-control protections (18 months + bonus; 3× pay + immediate vesting on CoC) point to low near-term retention risk; takeover economics are more expensive given 3× multiple and full vesting .
- Signal watchlist: Track RSU vesting outcomes vs 2024 targets (revenue $48.59m; adjusted EBITDA $2.64m), 2025 RSU/contingent cash bonus vesting, and any further post-closing cash conversions into stock at negotiated prices (e.g., $2.00; $1.33), which reflect willingness to take equity and may influence float and sentiment .