Warren Macal
LTRYAbout Warren Macal
Warren Macal, 49, joined Lottery.com Inc.’s Board on April 29, 2024. He is Managing Director at Prosperity Investment Management (PIM) and leads its Motorsport Investment Division, with more than 15 years of experience in wealth management and strategic financial planning. He serves as an independent director; his current term classification is Class I, expiring at the 2025 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prosperity Investment Management (PIM) | Managing Director; Head, Motorsport Investment Division | Not disclosed; referenced as of Dec 2023 onward | Specializes in financial needs of high-net-worth individuals and professional athletes (motorsports) |
| Lottery.com Inc. | Independent Director (Class I) | Appointed April 29, 2024 | Board member; no committee assignments currently |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prosperity Investment Management (PIM) | Managing Director | Not disclosed | PIM made a $18 million investment commitment to Lottery.com in Dec 2023 (subject to due diligence), preceding Macal’s nomination to the Board (potential interlock/conflict consideration) |
Board Governance
- Independence: The Board affirmatively determined Macal is independent under Nasdaq rules, including for potential committee service .
- Committee assignments: Current committee roster shows no Audit or Compensation Committee membership for Macal; Audit Chair is Paul S. Jordan; Compensation Chair is Tamer T. Hassan; Christopher Gooding is a member of both committees .
- Attendance/engagement: Governance Guidelines expect directors to attend all Board and applicable committee meetings; specific attendance rates for Macal are not disclosed .
- Governance controls: Hedging and pledging of company stock are prohibited for directors under the Insider Trading Policy . Audit Committee oversees related person transactions per Item 404(a) .
Fixed Compensation
| Component | Amount | Terms | Source |
|---|---|---|---|
| Annual cash retainer (Non-Employee Director Compensation program) | $72,000 per year | $6,000 per month per director, approved July 14, 2023 (continued from prior board) | |
| Committee membership fees | Not disclosed | — | |
| Committee chair fees | Not disclosed | — | |
| Meeting fees | Not disclosed | — |
Performance Compensation
| Equity/Bonus Element | Grant Date | Shares/Units | Terms/Metrics | Source |
|---|---|---|---|---|
| Initial equity-based fee (for directors serving in FY2023) | After 3 months of service | $85,000 value in stock | Accrued; to be paid in stock; no performance metrics disclosed for directors | |
| Annual director equity grants | Not disclosed | — | No director stock awards recorded in FY2023 table (Stock Awards “-0-”) |
No performance-based metrics (TSR, revenue, EBITDA, ESG) are disclosed for non-employee director compensation; equity noted above is a time-based initial fee for FY2023 directors, not tied to performance goals .
Other Directorships & Interlocks
| Company | Role | Public Company? | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in LTRY proxy or filings for Macal |
Expertise & Qualifications
- 15+ years in wealth management and strategic financial planning; focus on high-net-worth and motorsports professionals .
- Business and strategic planning experience cited by the Board as reason for qualification .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Record Date | Shares Outstanding | Notes |
|---|---|---|---|---|---|
| Warren Macal | 124,424 | 1.03% | Dec 31, 2024 | 12,089,919 | Address: c/o Lottery.com Inc., Fort Worth, TX |
| Filing compliance | Form 3 filed | Event date: Aug 29, 2024 | — | — | Form 3 filed 2024-08-30 reporting director status and ownership |
- Hedging/Pledging: Prohibited for directors under the Insider Trading Policy (alignment positive) .
- Shares pledged: None disclosed .
- Ownership guidelines: Director stock ownership guidelines not disclosed in proxy; Corporate Governance Guidelines referenced generally .
Governance Assessment
-
Positive signals:
- Independent director with financial planning background aligned to Sports.com expansion strategy .
- Prohibition on hedging/pledging supports alignment .
- Audit Committee reviews related person transactions, offering a mechanism to manage conflicts .
-
Potential conflicts/RED FLAGS:
- PIM’s $18 million investment commitment preceded Macal’s appointment; as PIM MD, this creates potential related-party optics that should be actively managed via recusals and Item 404 oversight .
- Company disclosed broad Section 16(a) filing non-compliance by executives and directors during FY2023 (pre-appointment), indicating historical governance weakness; investors may scrutinize improvements in 2024-2025 (not specific to Macal) .
- Honey Tree Trading litigation names Macal (and other directors) in fiduciary duty claims in Delaware Chancery Court (CA No. 2024-0921-NAC); ongoing legal exposure is a governance risk until resolved .
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Board effectiveness implications:
- Macal is not on audit or compensation committees, limiting direct influence on oversight levers; however, independence and financial planning expertise can contribute to strategic and capital allocation discussions .
- Clear documentation of recusals and robust Audit Committee review is recommended for any PIM-related dealings (signal to investors on conflict management) .
Overall, Macal’s independence and finance background are positives for board effectiveness, but investor confidence hinges on transparent handling of the PIM investment relationship and resolution of ongoing litigation exposure.