Matthew McGahan
LTRYAbout Matthew McGahan
Matthew McGahan (age 55) is the Chief Executive Officer of Lottery.com and has served as Chair of the Board since October 2022; he was interim CEO from July 2023 and appointed permanent CEO in December 2023. He previously built Automotive Group (a major Harley‑Davidson and BMW dealer group in Europe) from 1997 until its sale in 2010, and currently also serves as Chairman and CEO of Sports.com, a wholly owned subsidiary of Lottery.com. He holds an HND in engineering from Guildford Technical College (1999). The company’s proxy does not disclose TSR, revenue, or EBITDA performance metrics for his tenure.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lottery.com Inc. | Chair of the Board | Oct 2022–present | Leads board during capital structure changes and strategic reset; dual role with CEO since Dec 2023 |
| Lottery.com Inc. | Interim CEO | Jul 2023–Dec 2023 | Transitional leadership ahead of permanent CEO appointment |
| Lottery.com Inc. | Chief Executive Officer | Dec 2023–present | Executive leadership of turnaround and Sports.com integration |
| Automotive Group (Europe) | Founder/Leader | 1997–2010 | Built one of Europe’s largest Harley‑Davidson and BMW dealer groups; exited via sale |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sports.com (subsidiary of Lottery.com) | Chairman and CEO | Not disclosed–present | Leads sports entertainment/media brand development under LTRY |
Fixed Compensation
| Metric | 2023 |
|---|---|
| Base Salary ($) | 262,302 |
| Actual Bonus Paid ($) | 131,923 |
| Stock Awards ($) | Footnote indicates “125,000 S‑8 shares are reserved for later issuance” (no grant-date fair value shown for CEO in 2023 table) |
| Option Awards ($) | — (none disclosed) |
Notes:
- Base salaries reviewed annually; bonuses may be discretionary/retention at Compensation Committee discretion.
Performance Compensation
| Metric | Weighting | Target | Actual | Payout/Form | Vesting |
|---|---|---|---|---|---|
| Annual bonus (discretionary) | Not disclosed | Not disclosed | Not disclosed | Cash; $131,923 paid for 2023 | Not applicable |
| Equity incentives (CEO) | Not disclosed | Not disclosed | Not disclosed | Footnote indicates 125,000 S‑8 shares reserved for later issuance (no vesting terms disclosed) | Not disclosed |
Additional context:
- Compensation Committee sets goals and evaluates CEO against corporate/individual objectives; detailed metric weighting/targets not disclosed.
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Matthew McGahan | 821,487 | 6.80% | Based on 12,089,919 shares outstanding at record date (Dec 31, 2024) |
Policies and alignment levers:
- Hedging and pledging of company stock are prohibited for directors and officers under the Insider Trading Policy (reduces misalignment/forced selling risk).
- Ownership guidelines not disclosed. Vested vs. unvested shares, options, and pledges for McGahan not specifically broken out; related disclosures do not mention CEO pledging.
- Outstanding equity awards table for year-end 2023 shows grants to CFO/COO; no CEO grants listed for 2023 beyond the S‑8 footnote.
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start in current role | Interim CEO (Jul 2023); CEO appointment (Dec 2023) |
| Contract term/expiration | Not disclosed |
| Severance provisions | None in effect for NEOs at 12/31/2023 |
| Change‑of‑control (CoC) | None in effect for NEOs at 12/31/2023 |
| Pension/SERP | None provided/contributed at 12/31/2023 |
| Non‑compete / Non‑solicit | Not disclosed |
| Clawback policy | Not disclosed in proxy (general Code of Conduct referenced; no explicit clawback term found) |
Board Governance
- Board roles and independence: McGahan serves as Chair and CEO; the Board determined independent directors (Jordan, Gooding, Hassan, Macal) meet Nasdaq independence standards, including for audit and compensation committees.
- Committees (current membership): Audit Committee (Chair: Paul S. Jordan; members: Jordan, Hassan, Gooding), Compensation Committee (Chair: Tamer T. Hassan; members: Jordan, Hassan, Gooding). McGahan is not a member of either standing committee.
- Dual‑role implications: The Board maintains flexibility to combine or separate Chair/CEO roles; committees of independent directors provide oversight on audit and compensation matters, which helps mitigate independence concerns from the combined Chair/CEO structure.
Director Compensation (for McGahan as non‑employee director pre‑CEO)
| Year | Director Fees Earned ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2023 | 220,579 | — | 220,579 | Accrued at $6,000/month; includes $85,000 initial fee after 3 months to be paid in stock; McGahan served as non‑employee director until July 20, 2023 when he became interim CEO. Only $60,000 aggregate board fees were paid in cash across the board on Dec 18, 2023. |
Non‑employee director program: $6,000 per month ($72,000/year); continuation of prior program.
Related Party Transactions (governance red flags)
- The proxy discloses a services agreement with Master Goblin Games, LLC (entity wholly owned by former President/CFO Ryan Dickinson). McGahan is not referenced in this disclosure.
Compensation Structure Analysis
- Cash vs. equity in 2023: CEO compensation comprised salary and a discretionary cash bonus; no explicit 2023 equity grant value disclosed for the CEO beyond S‑8 reserved shares footnote, while CFO/COO received equity awards (25,000 shares each). This suggests limited near‑term CEO equity‑based vesting risk disclosed for 2023.
- Incentive metric transparency: Compensation Committee states it sets and reviews goals, but specific performance metrics/weights/targets for CEO bonus are not disclosed, limiting pay‑for‑performance visibility.
- Severance/CoC: Absence of severance and change‑of‑control protections at year‑end 2023 reduces “pay for failure” risk but may increase retention risk in a volatile turnaround context.
- Hedging/pledging: Prohibitions reduce misalignment and margin‑call risk signals.
Performance & Track Record
- Biography highlights entrepreneurial build‑and‑exit track record (Automotive Group sale in 2010) and current leadership of Sports.com; no company‑level TSR/revenue/EBITDA performance metrics or specific execution scorecard disclosed in the proxy.
Compensation Committee Analysis
- Composition and independence: All members independent; Compensation Committee chaired by Tamer T. Hassan; responsibilities include setting CEO goals, evaluating performance, and approving compensation/equity and employment/severance agreements.
- Consultant usage/conflicts: Not disclosed.
Equity Ownership & Beneficial Holders (context)
- McGahan: 821,487 shares (6.80%).
- United Capital Investment London Ltd.: 937,500 shares (7.76%).
- Directors and officers as a group (7 persons): 3,174,545 shares (26.28%).
Employment & Transitions (8‑K highlights)
- CEO signed May 13, 2025 8‑K appointing an Executive Director (indicates ongoing board evolution under his leadership).
- CEO signed June 21, 2024 8‑K documenting a director resignation and board size reduction to five (board composition under transition).
Investment Implications
- Alignment: A meaningful 6.8% personal stake, combined with hedging/pledging prohibitions, aligns CEO with equity holders and reduces forced‑sell risks from margining; however, limited disclosure on CEO equity grants/vesting in 2023 constrains visibility into long‑term incentive alignment cadence.
- Retention risk: No severance or CoC protections for NEOs at year‑end 2023 reduces downside “pay for failure” optics but can elevate retention risk during a turnaround, potentially necessitating future retention‑oriented equity or cash programs.
- Governance: Combined Chair/CEO role is mitigated by fully independent Audit and Compensation Committees; independence determinations reaffirmed, though investors may prefer a separated chair in a restructuring context.
- Disclosure quality: Absence of quantified performance metrics/targets for bonuses and limited granularity on CEO equity awards/vesting depress pay‑for‑performance transparency—an overhang for governance‑sensitive investors until enhanced disclosures arrive.
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