Michael Cribari
About Michael Cribari
Age 40, Chairman of the Board and co‑founder of High Roller Technologies (ROLR). He resigned as Chief Executive Officer effective January 1, 2024, and has over 16 years investing in European iGaming businesses. In the last five years he has been a director of Spike Up Media and Chairman of its parent Ellmount Interactive AB. Core credentials: founder‑operator with deep iGaming investing and operating exposure; currently serves as non‑employee Chair at ROLR .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| High Roller Technologies, Inc. | Chairman of the Board; Director; Former CEO | Chair as of 2025; resigned CEO effective Jan 1, 2024 | Co‑founder; transitioned out of CEO to non‑exec chair |
| Spike Up Media AB | Director | “During the last five years” (exact start not disclosed) | iGaming affiliate; related‑party to ROLR operations |
| Ellmount Interactive AB | Chairman | “During the last five years” (exact start not disclosed) | Swedish iGaming technology parent of Spike Up; related‑party link to ROLR |
External Roles
| Organization | Type | Role | Relevance to ROLR |
|---|---|---|---|
| Spike Up Media AB | Private (Sweden) | Director | Affiliate providing services; historic domain/license arrangements with ROLR entities |
| Ellmount Interactive AB | Private (Sweden) | Chairman | Parent of Spike Up Media; ownership ties to ROLR founders |
Board Governance
- Board/committees: ROLR has Audit, Compensation, and Nominating & Governance (N&G) committees, each comprised entirely of independent directors. Chairs: Audit – David Weild IV; Compensation – Kristen Britt; N&G – Jonas Martensson. Cribari does not serve on these committees and holds no committee chair role .
- Independence: The Board determined that Britt, Martensson, and Weild are independent under SEC and NYSE American rules. Cribari (founder, Chair) is not listed as independent .
- Attendance: In 2024 the Board met 3 times and each director attended ≥75% of Board/committee meetings of which they were a member .
- Executive sessions: Regular executive sessions of non‑employee and independent directors are held; independent directors meet at least annually in executive session .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non‑officer directors) | $36,000 | Effective July 1, 2024 |
| Additional retainer – Chairman of the Board | $35,000 | For Board Chair role |
| Audit Committee Chair / Member | $15,000 / $8,000 | Payable quarterly in arrears |
| Compensation Committee Chair / Member | $10,000 / $5,000 | Payable quarterly in arrears |
| Nominating & Governance Chair / Member | $7,000 / $4,000 | Payable quarterly in arrears |
| Michael Cribari – Fees Earned (FY2024) | $12,000 | Actual cash fees reported for 2024 |
Directors have no service‑termination benefits arrangements (no special severance for directors) .
Performance Compensation
| Equity Instrument | Grant/Term | Vesting | Strike/Value | FY2024 Reported Value |
|---|---|---|---|---|
| Non‑employee director stock options | Option to acquire 15,000 shares; 10‑year term | Vesting on Oct 31, 2025 | Exercise price $5.20/share | For Cribari, Option Awards $49,000 (grant‑date fair value) |
| Performance metrics tied to director equity | Not disclosed | — | Equity described as time‑based for directors | No performance conditions disclosed for directors |
Company intends to establish an equity‑based program for independent directors in the future (beyond the option grant noted) .
Other Directorships & Interlocks
| Entity | Relationship to ROLR | Interlock/Transaction Context |
|---|---|---|
| Spike Up Media AB and subsidiaries | Affiliate and historical counterparty | Domain license, services, warrants, and debt conversion transactions between ROLR group and Spike Up/Ellmount; Cribari has roles/ownership ties via Cascadia/Ellmount . |
| Happy Hour Solutions / Happy Hour Entertainment Holdings Ltd. | Operational partner/licensor | Service and operating agreements; fellow ROLR director Daniel Bradtke is CFO/shareholder of Happy Hour Entertainment Holdings (cross‑link) . |
Expertise & Qualifications
- 16+ years investing across European iGaming; co‑founded ROLR; governance experience as Director of Spike Up Media and Chairman of Ellmount Interactive AB; brings sector operations/marketing/finance insight relevant to ROLR’s strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael Cribari | 46,052 | Not disclosed | Includes cross‑references to joint/indirect interests via Cascadia and Spike Up (see notes below) . |
| Cascadia Holdings Limited | 2,588,395 | 30.52% | Cascadia is owned by Cribari, Brandon Eachus, and Jeffrey Smith; joint voting/dispositive power noted . |
| Spike Up Media A.B. | 804,503 | 9.48% | Subsidiary of Ellmount Interactive AB (owned by Cascadia and OEH); includes 39,172 warrants . |
| Shares outstanding (Record Date 9/18/2025) | 8,350,882 | — | For context on concentration . |
- Pledging: OEH Invest AB sold 454,903 shares to Cascadia in June 2022 and “received a pledge of those securities as security for the balance owing” — introduces potential pledge exposure linked to Cascadia, where Cribari is an owner (a governance red flag for alignment) .
Governance Assessment
-
Strengths
- Independent committee structure; Audit Chair (Weild) qualifies as “audit committee financial expert” and committee members meet NYSE/SEC independence standards .
- Adoption of a Compensation Clawback Policy in March 2024 consistent with NYSE American rules (applies to erroneously awarded incentive‑based compensation for executive officers) .
- Formal Related‑Person Transaction Policy adopted March 12, 2025; Audit Committee charged to review/approve such transactions going forward .
-
Risks and RED FLAGS
- Founder‑Chair not independent; independence determination lists only Britt, Martensson, Weild — signaling potential entrenchment if not counterbalanced by strong lead independent practices .
- Extensive related‑party transactions with entities tied to Cascadia/Ellmount/Spike Up (domain license, services, warrants, debt conversions, short‑term financing), several predating the new related‑party policy — ongoing conflict‑of‑interest oversight risk .
- Pledge of 454,903 shares sold to Cascadia noted in ownership footnotes — pledging raises misalignment/liquidity risk if enforced; Cascadia is owned by Cribari and co‑founders (RED FLAG) .
- Board‑level attendance in 2024 met only the ≥75% threshold (not poor, but not exemplary) .
-
Additional context
- Director cash and equity compensation are modest relative to many small‑cap peers; Chair retainer adds $35k; 2024 cash fees for Cribari were $12k with an option grant reported at $49k — mix tilts to equity, which can align with shareholder value but is time‑based (not performance‑conditioned) .
- Committees exclude insiders; this mitigates some conflict risk, provided independent directors exercise strong oversight of related‑party dealings .
Notes on Related‑Party Exposure (Selected Items)
- Domain/Services: HR Entertainment and Spike Up Media domain license (HighRoller.com) with a €3.0M purchase structure via 2% of net revenue; $1.9M due to Spike Up as of 12/31/2024; substantial services/marketing and operating costs routed via Spike Up; and revenues recognized from services with Spike Up/Ellmount .
- Equity/Warrants/Loans: Warrants to Spike Up (39,172 at $2.37), debt conversion (631,809 shares at $7.91), and short‑term shareholder loans in 2024 later repaid/converted — all underscore affiliated capital flows requiring robust Audit/N&G oversight .
Overall implication: As founder‑Chair with significant cross‑holdings, Cribari’s influence is high and not independent. The Board’s independent committee structure and newly adopted related‑party policy are essential guardrails; investors should monitor continued related‑party transaction volume, enforcement of the policy, any director share pledging developments, and the independence/engagement of the three committee chairs .