Andrew P. Jacobson

About Andrew P. Jacobson

Andrew P. Jacobson, 53, is an independent director of Motorsport Games Inc. (MSGM) and has served on the Board since December 23, 2022. He is currently Head of OEM and Agency Development at Impel.AI (automotive AI SaaS). Previously, he was VP, Automotive Client Development at Epsilon (2019–2024) and is a founding partner of Lakeview Midwest, L.L.C. (2016–present). He holds a B.A. in Economics from Pomona College and an MBA (Marketing & Organizational Behavior) from Northwestern University’s Kellogg School of Management .

Past Roles

External Roles

Board Governance

• Board independence and structure: All three directors (Delta, Jacobson, Sunner) are independent under Nasdaq rules; Chairman role is separate and held by John Delta .
• Attendance: The Board met 53 times in 2024; all directors attended at least 75% of Board and committee meetings; none attended last year’s annual meeting .
• Committee memberships (2024):
  • Audit Committee: Member (Chair: John Delta). Committee held 4 meetings in 2024 .
  • Compensation Committee: Member (Chair: John Delta). Committee held 2 meetings in 2024 .
  • Nominating & Corporate Governance Committee: Member (Chair: Navtej S. Sunner). Committee held 1 meeting in 2024 .

Additional governance signals:

• Re-elected as Class I director on April 25, 2025 (Votes For: 8,614,256; Withheld: 65,656; Broker Non-Votes: 458,638) .

Fixed Compensation

Non-employee director policy (cash retainers):

• Annual Board retainer: $25,000
• Committee retainers:
  • Audit: $8,000 member; $16,000 chair
  • Compensation: $2,000 member; $5,000 chair
  • Nominating: $2,000 member; $5,000 chair
• Paid quarterly in arrears .

2024 actual (Andrew P. Jacobson):

Performance Compensation

Policy indicates an annual stock option award equal to $75,000 divided by the closing price on the grant date, vesting after one year; change in control accelerates vesting .

2024 grants and performance metrics:

• 2024 option/stock awards to Jacobson: $0; no director stock awards/options granted in 2024 to non-employee directors per the director compensation table (Jacobson total equals cash only) .
• Performance metrics for director pay: None disclosed; director equity awards (when granted) are time-based options; no TSR/EBITDA/ESG metrics disclosed for directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Industry expertise: Automotive OEM/retail digital marketing, ad tech, and digital publishing (Epsilon, Cars.com, VerticalScope; OEM experience at Ford/Jaguar/Lincoln) .
• Board qualifications: Independent; member of Audit, Compensation, and Nominating Committees; Audit Committee financial expert designation resides with Chair (Delta), not Jacobson .
• Education: BA, Pomona College; MBA, Kellogg School of Management (Northwestern) .

Equity Ownership

Summary beneficial ownership and alignment:

• Hedging prohibited; insider trading policy bans short sales and hedging/monetization transactions by directors .
• Stock ownership guidelines for directors: Not disclosed in proxy.

Company control context:

• Driven Lifestyle Group LLC holds 1,480,385 Class A shares and all 700,000 Class B shares (10 votes/share), representing ~83.28% of total voting power as of Mar 11, 2025 .

Governance Assessment

• Independence and engagement: Jacobson is independent and serves on all three key committees; Board met frequently (53 meetings in 2024) with ≥75% attendance by all directors, indicating high engagement .
• Committee contributions: As Audit Committee member, participates in oversight of financial reporting, internal controls, and related-party transactions (Audit Committee charter includes related-party review) .
• Ownership alignment: Personal beneficial ownership is modest (13,158 options/shares beneficially held; <1% voting power), which is common for micro-cap directors but represents limited “skin in the game” relative to a controlled-capital structure dominated by a majority holder .
• Compensation alignment: 2024 director pay was all cash ($37,000), with no equity grant issued to non-employee directors that year despite a policy providing for $75,000 in options, potentially due to share reserve constraints; equity awards (when granted) are time-based, with no disclosed performance metrics .
• Conflicts/related-party exposure: Significant related-party arrangements exist with majority owner Driven Lifestyle (line of credit, services agreements, debt-for-equity exchanges). These were reviewed/approved by independent directors/special committee, with Audit Committee designated to review related-party transactions—mitigating but not eliminating governance risk inherent in a controlled company structure .
• Shareholder voting signals: Jacobson was re-elected with strong support in April 2025, but stockholders rejected both the warrant exercise proposal at the April 2025 annual meeting and again at the October 2025 special meeting, signaling broader shareholder concerns about financing dilution rather than board composition. These are company-level signals relevant to governance climate rather than director-specific issues .

RED FLAGS

• Controlled company with >80% voting power by a single holder (Driven Lifestyle), constraining minority shareholder influence .
• Ongoing related-party transactions with the controlling shareholder (services, prior debt exchanges), though reviewed by independent directors/special committee .
• No director equity grant in 2024 despite policy; limited personal ownership alignment (<1% voting power) .

Director Compensation (Reference Details)

Say-on-Pay & Shareholder Feedback

• No separate advisory say-on-pay proposal disclosed for 2025; however, shareholders voted against the 2025 Incentive Plan share increase and against warrant exercise proposals, indicating sensitivity to dilution and equity issuance; auditor ratification passed .

Related Party Transactions (Oversight/Conflicts)

• Audit Committee charter includes review/approval of related-party transactions .
• Driven Lifestyle back-office services (amended Aug 8, 2024; $12,500/month; $180,000 in 2024 fees) .
• Debt-for-equity exchanges in Jan/Feb 2023 approved by a special committee of independent directors, then the Board, converting ~$3.95 million of insider debt into equity; Driven Lifestyle holds all Class B shares (10 votes/share) .

Equity Ownership Table (Company Context)

Notes on Policies

• Insider trading/hedging: Directors prohibited from short sales and hedging/monetization transactions; policy applies to all directors, officers, and employees .
• Clawback: Incentive Plan equity awards are subject to clawback policy compliant with applicable rules .