Brandon Eachus
About Brandon Eachus
Brandon Eachus, 39, is a co-founder and director of High Roller Technologies, Inc. (ROLR). He previously served as President of the Company and has more than 17 years as a founder/operator across internet businesses; he attended business school at California State University Fresno and has served on the board for Ronald McDonald House charities since 2019 . He is not classified as an independent director under NYSE American/SEC rules; only Britt, Martensson, and Weild are designated independent . In 2024, the Board met three times and “each director attended 75% or more” of Board and committee meetings, indicating adequate attendance and engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| High Roller Technologies, Inc. | Co-founder; Director; former President | Not disclosed | Founding leadership; background in internet lead generation and senior management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spike Up Media AB | Director | Since 2015 | iGaming affiliate; related-party connections to ROLR via Ellmount Interactive/Spike Up transactions |
| Ronald McDonald House Charities | Board member | Since 2019 | Non-profit governance role |
| Ellmount Interactive AB | Active shareholder | Since 2014 | Stakeholder background in iGaming ecosystem |
Board Governance
- Committee assignments: Eachus is not listed on Audit, Compensation, or Nominating & Governance; those committees are composed of independent directors only (Audit Chair: David Weild; Compensation Chair: Kristen Britt; N&G Chair: Jonas Martensson) .
- Independence: Not independent (only Britt, Martensson, and Weild are independent) .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024 (3 Board meetings total) .
- Executive sessions: Each regular Board meeting includes an executive session without employee directors .
- Codes/policies: Code of Business Conduct and Ethics in place; Compensation Clawback Policy adopted March 2024; Insider Trading Policy with blackout windows and MNPI controls .
Fixed Compensation
| Component | Policy/Amount | Specific to Eachus (2024) |
|---|---|---|
| Annual cash retainer (non-officer directors) | $36,000 starting July 1, 2024 | $6,000 fees earned/paid in cash (in thousands table) |
| Committee fees | Audit Chair $15k; Audit Member $8k; Comp Chair $10k; Comp Member $5k; N&G Chair $7k; N&G Member $4k (payable quarterly) | None disclosed for Eachus in 2024 |
| Meeting fees | Not disclosed | Not disclosed |
Performance Compensation
| Instrument | Grant Terms | Value/Notes |
|---|---|---|
| Stock Options (non-employee directors) | Option to acquire 15,000 shares at $5.20; 10-year term; vesting on October 31, 2025 | Eachus option award grant date fair value $49,000 (in thousands table) in 2024 |
| Stock awards (RSUs/PSUs) | Not disclosed for directors | None disclosed for Eachus |
| Performance metrics (director equity) | None disclosed for director compensation (company plan allows performance awards but director grants were options) | N/A |
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| Private/affiliate ecosystem | Spike Up Media AB | Director | ROLR engages in material transactions with Spike Up/Ellmount, including domain purchase and services; governance scrutiny warranted |
| Non-profit | Ronald McDonald House Charities | Board member | No apparent conflict disclosed |
| Public boards | — | — | No other public company directorships disclosed for Eachus |
Expertise & Qualifications
- Co-founder/operator background with senior roles in internet-based businesses and lead generation; iGaming ecosystem experience through Spike Up/Ellmount .
- Business education at CSU Fresno; governance exposure through non-profit board service .
Equity Ownership
| Holder | Beneficially Owned Shares | Notes |
|---|---|---|
| Brandon Eachus | 89,968 | Includes joint beneficial ownership via Cascadia and indirect joint beneficial ownership via Spike Up Media, per footnotes |
| Company shares outstanding (record date) | 8,350,882 | As of September 18, 2025 (for context; percentage not computed) |
- Structural interests:
- Cascadia Holdings Ltd. (2,588,395 shares) is owned by directors Michael Cribari and Brandon Eachus and by Jeffrey Smith; They may be deemed to have joint voting/dispositive power over Cascadia shares .
- Spike Up Media AB (804,503 shares including warrants) is owned through Ellmount Interactive AB, which is owned by Cascadia and OEH; Cascadia owners (including Eachus) may be deemed to have joint power over Spike Up-held ROLR shares .
Related-Party & Conflict Exposure
| Item | 2024 | 2023 | Detail |
|---|---|---|---|
| Domain purchase payable to Spike Up (HighRoller.com) | $1.9 million outstanding at 12/31/2024 | $2.7 million at 12/31/2023 | €3.0m purchase price via 2% NGR; quarterly payments; Spike Up (Ellmount sub) linked to Cascadia/OEH ownership; Eachus is a Cascadia owner and Spike Up director |
| Revenues from Ellmount/Spike Up | $3.6 million | $1.1 million | Services revenues recognized by ROLR from related parties |
| Costs from Spike Up | Advertising & promotion $737k; G&A $621k; Direct operating costs $2.6m | Advertising & promotion $1.6m; G&A $459k; Direct operating costs $4.2m | Operating and marketing services by Spike Up on ROLR’s behalf |
| Warrants to Spike Up | 39,172 shares at $2.37, expiring 6/30/2027 | — | Granted 6/30/2022; equity linkage to affiliate |
| Debt conversion to Spike Up | 631,809 ROLR shares at $7.91 for $5.0m receivable | — | June 2023 conversion; balance repaid subsequently |
| Short-term shareholder loans | $500k raised 6/6/2024; $375k converted to equity 12/20/2024; remainder repaid 1/3/2025 | — | From existing shareholders (affiliation not itemized) |
- Pledging: OEH sold 454,903 ROLR shares to Cascadia and “received a pledge of those securities as security for the balance owing,” indicating pledged ROLR shares at Cascadia (an entity owned by Eachus) — a potential alignment red flag if not tightly governed .
Director Compensation (2024)
| Name | Cash Fees ($000) | Stock Awards ($000) | Option Awards ($000) | Total ($000) |
|---|---|---|---|---|
| Brandon Eachus | 6 | — | 49 | 55 |
- Non-officer director program includes annual retainer ($36k) and committee fees; directors also received options for 15,000 shares at $5.20 vesting 10/31/2025; the Company plans to establish an equity program for independent directors going forward .
Employment/Contracts (Director)
- No director service contracts providing benefits upon termination; no special severance or change-in-control benefits disclosed for directors .
- Company-level clawback policy adopted March 2024 applies to executive incentive-based compensation; not specifically director equity, but indicates governance rigor .
Governance Assessment
-
Positives:
- All three key committees (Audit, Compensation, Nominating & Governance) are fully independent; committee chairs are independent, and an Audit Committee Financial Expert is designated (Weild) .
- Executive sessions built into regular meetings; Code of Conduct, Insider Trading Policy, and Clawback Policy are in place .
- Attendance at/above 75% indicates baseline engagement .
-
Concerns/RED FLAGS:
- Not independent: Eachus is a founder-director and not classified as independent .
- Extensive related-party transactions with entities in which Eachus has roles/ownership (Cascadia/Spike Up/Ellmount), including material revenues, expenses, warrants, and domain purchase liability — ongoing counterparty ties elevate conflict risk .
- Pledging: 454,903 shares sold by OEH to Cascadia were pledged as security for the balance — pledging can misalign incentives or create forced-selling risk if not controlled .
- Concentrated ecosystem influence (Cascadia and Spike Up linkages) necessitates robust related-party oversight; RPT policy adopted March 12, 2025, but most transactions pre-date its adoption .
-
Implications:
- Founders kept off key committees mitigates some governance risk, but the magnitude and breadth of affiliate transactions and share pledging warrant investor monitoring of the Audit Committee’s related-party oversight and disclosure going forward .