John Delta
About John Delta
Independent director (Class II) at Motorsport Games (MSGM). Age 62 as of March 11, 2025; director since November 9, 2022, and briefly served as part‑time Interim CFO from October 4–November 9, 2022 . Designated “financially sophisticated” under Nasdaq 5605(c)(2) and an “audit committee financial expert” under Item 407(d)(5), serving as Audit Committee chair; also chairs the Compensation Committee and sits on the Nominating Committee . Holds a B.A. and MBA from the University of Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IYP Advisory | Managing Partner & Founder | Current (as of 2025) | Financial advisory focus (M&A, forensic accounting) |
| TechCXO, LLC | Managing Partner, Mid-Atlantic | Nov 2016–Dec 2024 | Outsourced C‑suite leadership |
| Management CV Inc. | Chief Operating Officer | Feb 2011–Jun 2016 | Operations leadership |
| JJAB Holdings, LLC | Co‑Founder & Chief Financial Officer | Feb 2010–Feb 2011 | Finance leadership |
| Edison Worldwide | Chief Financial Officer | Dec 2008–Jan 2010 | Finance leadership |
| DoublePositive Marketing Group, Inc. | Chief Financial Officer | Mar 2006–Oct 2008 | Finance leadership |
| Hemscott Group PLC | EVP & Global Head of Operations | Oct 2003–Dec 2005 | Global operations |
| The Nasdaq Stock Market | Vice President, General Manager (incl. VP Interactive Services) | Prior to 2003 | Product/interactive services |
| McKinsey & Co.; Deloitte & Touche | Consultant (Financial Strategies) | Early career | Strategy/finance consulting |
External Roles
| Organization | Role | Tenure | Public Company Board/Committee |
|---|---|---|---|
| IYP Advisory | Managing Partner & Founder | Current | None disclosed in proxy |
| TechCXO, LLC | Managing Partner | Nov 2016–Dec 2024 | None disclosed in proxy |
No other public company directorships/interlocks for Delta are disclosed in MSGM’s proxy materials .
Board Governance
- Committee leadership: Audit Committee chair; Compensation Committee chair; member of Nominating & Corporate Governance Committee .
- Independence: Board determined Delta is independent under Nasdaq 5605(a)(2); all board and committee members are independent .
- Attendance and workload: Board held 34 meetings in FY2023; all directors attended ≥75% of board/committee meetings in 2023; Audit (6), Compensation (4), Nominating (2) meetings in 2023 . Board held 53 meetings in FY2024; all directors attended ≥75% of meetings in 2024; Compensation (2) and Nominating (1) meetings in 2024; none of the directors attended last year’s annual meeting (RED FLAG for engagement optics) .
- Risk oversight: Audit Committee leads enterprise risk oversight including cybersecurity, with quarterly reporting to the board (positive governance practice) .
- Special committee oversight: A special committee of independent/disinterested directors approved a related‑party debt‑for‑equity exchange with the majority shareholder (good conflict management process) .
Board/Committee Activity Summary
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 34 | 53 |
| Audit Committee meetings | 6 | — (not disclosed) |
| Compensation Committee meetings | 4 | 2 |
| Nominating Committee meetings | 2 | 1 |
| Director attendance threshold met | ≥75% (all directors) | ≥75% (all directors) |
| Director attendance at prior annual meeting | — | None attended (RED FLAG) |
Fixed Compensation
Non‑Employee Director Compensation Policy
| Component | Amount |
|---|---|
| Annual board retainer (cash) | $25,000 |
| Committee member retainers (Comp/Nominating) | $2,000 (member), $5,000 (chair) |
| Audit Committee retainers | $8,000 (member), $16,000 (chair) |
| Meeting overage fees | $500 per additional telephonic meeting; $1,000 per additional in‑person meeting beyond thresholds |
Actual Director Compensation (Delta)
| Year | Fees Earned (Cash) | Option Awards (Grant‑date FV) | Stock Awards | Total |
|---|---|---|---|---|
| 2023 | $46,707 | $31,029 | — | $77,736 |
| 2024 | $48,000 | — | — | $48,000 |
Policy paid quarterly in arrears .
Performance Compensation
Equity Award Policy (Directors)
| Instrument | Grant Value | Vesting | Change‑of‑Control |
|---|---|---|---|
| Stock options | $75,000 divided by closing price on grant date | 1 year from grant | Immediate vesting (accelerated) |
Outstanding/Status
| As of | Options Outstanding | Vested vs. Unvested |
|---|---|---|
| Dec 31, 2023 | 31,250 unvested; 8,343 vested | As shown |
| Dec 31, 2024 | 39,593 vested | Vested |
No director performance metrics (e.g., TSR, EBITDA, ESG) tied to director equity/fees are disclosed; director option awards are time‑based (not performance‑based) .
Other Directorships & Interlocks
| Company | Role | Committee | Overlap/Interlock |
|---|---|---|---|
| None disclosed | — | — | None disclosed in MSGM proxy |
Majority shareholder Driven Lifestyle Group LLC controls ~83% voting power; a special committee handled a related‑party debt‑for‑equity exchange to mitigate conflict risk .
Expertise & Qualifications
- Audit committee financial expert (Item 407(d)(5)) and “financially sophisticated” per Nasdaq 5605(c)(2) .
- Deep CFO/COO/operations background across PE‑backed and public‑markets organizations; prior strategic consulting roles .
- Education: B.A. and MBA, University of Virginia .
Equity Ownership
| Date (Record) | Class A Shares Beneficially Owned | % Class A | Notes |
|---|---|---|---|
| Apr 19, 2024 | 8,343 | 0.31% | Includes options exercisable within 60 days |
| Mar 11, 2025 | 39,593 | 1.24% | Vested options counted in beneficial ownership |
- Hedging: Company prohibits hedging transactions by directors, officers, and covered persons (alignment positive) .
- Pledging: No pledging disclosures for Delta in the proxy .
- Ownership guidelines: Not disclosed for directors in proxy .
Insider Trades
| Period | Form 4 Transactions (Delta) | Section 16 Notes |
|---|---|---|
| FY2023 | None disclosed in proxy | One late filing noted for former CFO (not Delta) |
| FY2024 | None disclosed in proxy | Late Form 3s for CEO/CFO (not Delta) |
Governance Assessment
- Strengths
- Independent director; chairs Audit and Compensation committees; designated audit committee financial expert (strong oversight capacity) .
- Audit Committee leads enterprise risk and cybersecurity oversight with structured reporting cadence (positive risk governance) .
- Special committee process used for related‑party transaction with majority owner (conflict management discipline) .
- Concerns / RED FLAGS
- None of the directors attended the prior annual shareholder meeting (optics of engagement) .
- Majority shareholder retains ~83% voting power, limiting minority influence (structural governance risk) .
- Shift to cash‑only director pay in 2024 (no option grants shown), reducing equity alignment vs 2023; although policy still provides for annual options, actual 2024 awards not reflected (monitor ongoing practice) .
- Prior interim CFO service immediately before board appointment may raise perceived independence questions, though the board affirmed independence under Nasdaq standards .
Overall: Delta’s finance depth and audit leadership are positives for board effectiveness. Key monitoring items for investors are shareholder meeting engagement, actual application of equity grants to directors going forward, and sustained independence in a controlled company structure .