Christopher Gooding
LTRYAbout Christopher Gooding
Christopher Gooding, 67, is a Class III independent director of Lottery.com (LTRY), appointed in August 2023. He brings decades of experience as a partner at leading law firms in London (Clifford Turner; 15 years at Clyde & Co; roles at LeBoeuf Lamb Greene & MacRae, Howard Kennedy, Fasken Martineau and CMS) and is a legal strategist focused on political and commercial risk; since 2022 he has served as a Consultant at Crowell & Moring LLP in London. He previously served on the advisory board of U.S. issuer Sovereign Trade Corporation (1999–2009), supervising the triple rating of its 144A funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clifford Turner (London/Dubai) | Lawyer | Not disclosed | Early career foundation in London/Dubai legal practice |
| Clyde & Co (London) | Partner | ~15 years | Commercial risk/legal strategy in London’s financial district |
| LeBoeuf Lamb Greene & MacRae | Partner | Not disclosed | Legal strategy; political/commercial risk focus |
| Howard Kennedy | Partner | Not disclosed | Legal strategy; political/commercial risk focus |
| Fasken Martineau | Partner | Not disclosed | Legal strategy; political/commercial risk focus |
| CMS | Partner | Not disclosed | Legal strategy; political/commercial risk focus |
| Sovereign Trade Corporation (U.S. issuer of 144A funds) | Advisory Board Member | 1999–2009 | Supervised triple rating of 144A funds |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crowell & Moring LLP (London) | Consultant | 2022–Present | Legal strategist in political/commercial risk |
Board Governance
- Independence: The Board determined Mr. Gooding is independent under Nasdaq rules (including for committee service) .
- Board class and term: Class III director with a term expiring at the 2026 Annual Meeting .
- Committee assignments:
- Audit Committee member; the Audit Committee report lists him as a member alongside Chair Paul S. Jordan and Tamer T. Hassan .
- Compensation Committee member (chair is Tamer T. Hassan) .
| Governance Element | Detail |
|---|---|
| Independence status | Independent director per Nasdaq rules |
| Committees | Audit (member); Compensation (member) |
| Audit Committee financial literacy | All members “financially literate”; Audit Chair designated “audit committee financial expert” (Paul S. Jordan) |
| Board leadership | Chair and CEO roles combined (Matthew McGahan) |
| Hedging/pledging policy | Company prohibits hedging, monetization, margin accounts, or pledging by directors/officers/employees |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Non-employee director retainer (cash) | $6,000 per month ($72,000/year) | Program approved July 14, 2023 |
| Initial director equity/cash accrual | $85,000 initial fee earned after 3 months of service, to be paid in stock (accrued) | Stock Awards column for 2023 shows $0; accrual noted in footnote |
| Mr. Gooding – 2023 director fees (earned) | $138,609 | Stock Awards: $0; Total: $138,609 |
| Aggregate cash actually paid to Board in 2023 | $60,000 paid Dec 18, 2023 (portion of accrued) | Indicates timing/partial payments |
Performance Compensation
- No performance-based equity for directors disclosed in 2023 (Stock Awards for Mr. Gooding reported as $0; program references an $85,000 initial fee to be paid in stock, but no performance metrics or option awards disclosed for directors) .
- No director-level performance metrics (TSR, EBITDA, ESG, etc.) disclosed for non-employee directors .
Other Directorships & Interlocks
- Public company directorships beyond LTRY: None disclosed in the proxy .
- Notable governance note (company context): UCIL financing agreements (2023) were executed on behalf of the Company by director Paul S. Jordan (now Audit Chair), and by UCIL’s representative; this is relevant context for overall board oversight, though not specific to Mr. Gooding .
Expertise & Qualifications
- Legal strategist with decades of partner-level experience in London’s financial district; expertise in political and commercial risk .
- Consultant at Crowell & Moring LLP since 2022 .
- Audit Committee member; Board states all Audit members are financially literate under Nasdaq rules .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Christopher Gooding | 316,553 | 2.62% | As of record date Dec 31, 2024; address c/o Company |
- Hedging/pledging: Prohibited by company policy (no hedging, no pledging, no margin) .
Insider Trades (Form 3/4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price ($) | Post-transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-08-30 | 2024-08-29 | Form 3 (Initial filing) | — | — | 478,106 | https://www.sec.gov/Archives/edgar/data/1673481/000149315224034572/0001493152-24-034572-index.htm |
| 2025-03-26 | 2025-02-25 | Sale (S) | 40,000 | 1.39 | 276,553 | https://www.sec.gov/Archives/edgar/data/1673481/000164117225000745/0001641172-25-000745-index.htm |
Governance Assessment
- Strengths:
- Independent director serving on Audit and Compensation Committees; Audit Committee members deemed financially literate by the Board .
- Meaningful personal share ownership (2.62%), with company policy prohibiting hedging or pledging—supportive of alignment .
- Watch items / RED FLAGS:
- Insider activity: Mr. Gooding reported an open-market sale of 40,000 shares at $1.39 on Feb 25, 2025, reducing holdings to 276,553; while modest relative to prior ownership, insider selling can be scrutinized by investors in distressed or volatile equity situations (fact only; no inference) .
- Company-level governance/continuity risks: 2025 proxy centers on reverse split authorization to maintain Nasdaq listing, indicating listing-compliance pressure during his tenure; not a director-specific issue, but relevant to investor confidence context .
- Related-party exposure:
- The proxy details related-party arrangements (e.g., historical Master Goblin agreement; investor rights agreement), but does not identify any related-party transactions involving Mr. Gooding .