Paul Jordan
LTRYAbout Paul S. Jordan
Paul S. Jordan, 64, is an independent director of Lottery.com (LTRY) and chair of the Audit Committee. He was appointed to the board on July 20, 2023, and is also a member of the Compensation Committee. Jordan is a motorsport commercial specialist with four decades of global sponsorship, acquisitions, and communications experience; the board designated him an “audit committee financial expert” under Item 407(d) of Regulation S‑K. His biography notes senior roles with top Formula One teams and ongoing government and motorsport advisory work.
Past Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Renault Formula One | Senior commercial/sponsorship roles | Extensive international sponsorship and communications experience |
| Jordan Grand Prix | Senior commercial/sponsorship roles | Motorsport commercial specialist |
| British American Racing Honda | Senior commercial/sponsorship roles | Motorsport commercial specialist |
| Minardi Formula One | Senior commercial/sponsorship roles | Motorsport commercial specialist |
| Grand Prix Masters | Founding Partner | “One Make” racing series with ex-F1 champions (Mansell, Fittipaldi, Warwick, Prost) |
External Roles
| Organization | Role | Scope |
|---|---|---|
| Romanian Government – Tourism | Consultant | Promote tourism via motorsport sponsorship and activation programs |
| Cypriot Government – Tourism | Consultant | Promote tourism via motorsport sponsorship and activation programs |
| M‑Sport Ford World Rally Team – Saudi Motorsport (KSA) | Head of Motorsport Strategy (consultant) | Ongoing motorsport strategy advisory for KSA organization |
Board Governance
- Independence: The board affirmatively determined Jordan is independent under Nasdaq rules; he is independent for Audit and Compensation Committee service.
- Committee assignments: Audit Committee Chair; Compensation Committee member.
- Financial expertise: Board determined Jordan qualifies as an “audit committee financial expert.”
- Audit Committee leadership: Jordan signed the Audit Committee Report recommending inclusion of audited financials in the 2023 Form 10‑K.
- Board structure: Chair/CEO roles are combined (Chair/CEO is Matthew McGahan).
- Attendance disclosure: Proxy sets expectations that directors attend all board and committee meetings; specific attendance rates were not disclosed.
Fixed Compensation
| Component | Amount / Terms | Period |
|---|---|---|
| Non‑Employee Director cash fee | $6,000 per month ($72,000 per year) | Program approved July 14, 2023; continued from prior board program |
| Initial fee (equity) | $85,000 initial fee earned after 3 months of service; to be paid in stock | Accrued in 2023 per footnote; stock column for 2023 shows “-0-” pending issuance recognition |
| Aggregate cash paid to directors (program) | $60,000 of accrued fees paid Dec 18, 2023 (aggregate, not per director) | FY2023 |
| Paul S. Jordan – Director Compensation | 2023 |
|---|---|
| Directors Fees Earned ($) | $146,433 |
| Stock Awards ($) | -0- (per table; initial stock fee accrued per footnote) |
| Total ($) | $146,433 |
Notes: Amounts accrued per director include an $85,000 initial fee earned after 3 months of service, to be paid in stock; stock awards were not recognized in the 2023 table. Only $60,000 of aggregate board fee accruals were paid in 2023.
Performance Compensation
- No performance-based director compensation (options, PSUs, or metric‑linked incentives) was disclosed for non‑employee directors in 2023; the director compensation table shows no stock awards recognized for Jordan in 2023 despite an accrued initial equity fee per program footnote.
Other Directorships & Interlocks
- The proxy does not disclose any current public company directorships for Jordan; his biography focuses on motorsport and government consultancy roles.
- Committee roles at LTRY: Audit Chair; Compensation member.
Expertise & Qualifications
- Designated “audit committee financial expert” (financial literacy and sophistication under Nasdaq Rule 5605(c)(2)(A)).
- Sector background: Motorsport commercial operations, sponsorship, and communications; governmental tourism activation via motorsport; international advisory experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| Paul S. Jordan | 223,123 | 1.85% | Record date Dec 31, 2024 |
- Hedging/pledging policy: Company policy prohibits directors from hedging, holding in margin accounts, or pledging company securities.
Potential Conflicts, Related Parties, and Signals
- Related-party disclosures: The proxy’s related-party section discusses a legacy services agreement with Master Goblin (entity owned by a former President/CFO); Jordan is not named in those transactions.
- Financing documentation: Jordan executed (as borrower signatory for Lottery.com) amendments to the United Capital Investments London Limited (UCIL) loan agreements in August 2023. While not a related‑party transaction, this highlights his involvement in material financing arrangements as a company signatory.
- Listing compliance context (board‑level governance): The company cited bid‑price non‑compliance risks in 2024 and sought stockholder approval for a reverse stock split to maintain Nasdaq listing (board recommended “FOR”). This elevates the Audit Committee’s oversight salience during Jordan’s tenure as chair.
Governance Assessment
Positives
- Independent Audit Committee Chair with designated “financial expert” status; clear remit over auditor oversight, internal controls, risk assessment, and related‑party transaction review.
- Meaningful ownership alignment for a micro‑cap (1.85% beneficial ownership as of record date).
- Company‑wide prohibition on hedging and pledging reduces alignment/loan‑collateral risks.
Watch‑items / Red flags
- Combined Chair/CEO structure (non‑independent chair) can weaken independent board leadership; places more weight on committee chairs like Jordan to provide robust oversight.
- Nasdaq compliance exposure and reliance on reverse split authorization signal elevated governance and capital market risk; continued vigilance by Audit and Compensation Committees required.
- Director background is outside lottery/gaming or public‑company financial leadership; although designated a financial expert, investors may scrutinize sector fit and capacity for remediation oversight given LTRY’s regulatory and listing challenges.
- Execution of the UCIL loan amendments by Jordan as company signatory underscores his proximity to financing structures; not a related‑party item but increases scrutiny of board process and independence in capital decisions.