Rob Phythian
SharplinkAbout Rob Phythian
Rob Phythian is Co-Chief Executive Officer of SharpLink Gaming (SBET) and a director. He served as Chairman and CEO through 2024 and transitioned to CEO as Joseph Lubin became Chairman in 2025; SBET disclosed a co-CEO structure in 2025 (Rob Phythian and Joseph Chalom) . Phythian, age 59 as of November 2024, holds a BBA from the University of St. Thomas (MN) and previously founded and sold multiple sports data businesses, including SportsData to Sportradar and Fanball.com to FUN Technologies . SBET’s pay-versus-performance table shows GAAP net income turned positive in 2024 after losses in 2022–2023; TSR remained weak, consistent with SBET’s July 2024 Nasdaq minimum bid price deficiency and subsequent reverse split authorization .
| Performance Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| GAAP Net Income (Loss) ($) | (15,233,378) | (14,243,182) | 10,099,619 |
| Value of $100 Initial TSR ($) | 88.71 (index) | 58.85 (index) | 60.00 (index) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SharpLink Gaming, Inc. | Chairman of the Board, CEO (later CEO) | 2024; transitioned 2025 | Led domestication merger; oversaw listing on Nasdaq; governance shifted to independent Chair in 2025 |
| SharpLink Gaming, Ltd. (Israel) | President, CEO, Sole Director | 2021–Feb 2024 | Led SharpLink Israel through U.S. domestication; executive and board leadership continuity |
| SportsHub Games Network | CEO, Director | 2015–2021 | Aggregated fantasy sports assets; scaled daily game operations |
| SportsData (sold to Sportradar) | Co‑Founder, CEO | 2010–2013 | Built U.S. sports data; sold to Sportradar; transitioned to Sportradar U.S. leadership |
| Sportradar U.S. | Executive | 2013– | Managed key league and customer relationships (Google, Turner, NBC, CBS, NFL) |
| Fanball.com | Founder, CEO | Prior to sale | Built and exited fantasy sports asset to FUN Technologies |
External Roles
No current external public company directorships or committee roles for Phythian were disclosed .
Fixed Compensation
| Component | 2023 | 2024 | 2025 Plan Update |
|---|---|---|---|
| Base Salary ($) | 300,000 | 285,000 | 440,000 (Amended 3/19/2025) |
| Target Bonus (% of Salary) | Up to 42.5% (US agreement Feb 2024) | Up to 42.5% (US agreement) | Up to 50% (2025 Executive Compensation Plan) |
| Actual Cash Bonus ($) | 70,470 | 216,595 | Not yet disclosed |
| Perquisites | Up to $10,000 life/exec physicals; up to $12,000 country club dues | Same | Same |
Performance Compensation
| Incentive Type | Metric(s) | Target/Grant | Actual/Payout | Vesting/Notes |
|---|---|---|---|---|
| Annual Cash Bonus | Company and individual goals set by Compensation Committee | Up to 42.5% of salary (2024) | $216,595 (2024) | Metrics/weightings not disclosed |
| RSUs (Performance) | 2025 predefined performance benchmarks | Up to 18,333 RSUs (granted 3/19/2025, subject to plan approval) | Not disclosed | 100% vests 12/31/2025; subject to shareholder approval; acceleration on termination without cause, death/disability, good reason, or change in control after Special Meeting |
| RSUs (Time‑based) | Retention | 224,987 RSUs (granted 5/26/2025) | N/A | 1/3 on each of first three anniversaries of Special Meeting; similar acceleration triggers |
| RSUs (2024) | Retention | 100,000 RSUs (US 2021 Plan) | Part of $140,000 stock awards expensed in 2024 | Quarterly vesting in 2024 (Mar 31, Jun 30, Sep 30, Dec 31) |
| Stock Options (Outstanding 12/31/2024; post-split adjusted) | Equity value creation | See table below | N/A | See outstanding options table |
Outstanding options (as of 12/31/2024; share counts adjusted for 1‑for‑12 reverse split):
| Holder | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Rob Phythian | 667 | — | 112.32 | 12/28/2030 |
| 2,500 | 1,250 | 75.48 | 09/08/2032 | |
| 972 | 486 | 52.80 | 02/24/2033 |
Notes: Company instituted an Option Grant Policy (3/19/2025) to avoid granting during blackout/MNPI windows; requires 10b5‑1 plans for executives .
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned | % Outstanding | RSUs/Options (Unvested/Excluded) | Notes |
|---|---|---|---|---|
| Jun 20, 2025 | 69,223 | <1% | Includes 6,250 RSUs vesting by 6/30/2025; 18,333 unvested RSUs | As per DEF 14A special meeting proxy |
| Aug 29, 2025 | 56,512 | <1% (out of 194,067,724) | Excludes 459,348 unvested RSUs and 5,413 stock options | Reflects larger share base post financings/authorizations |
- Pledging/Hedging: No pledging of SBET shares by Phythian disclosed; company emphasizes 10b5‑1 trading programs .
- Ownership Guidelines: No executive ownership multiple guidelines disclosed .
- Insider Selling Pressure: 2025 RSU grants (243,320 units) with front‑loaded and annual vesting create predictable supply; performance RSUs cliff‑vest 12/31/2025; time‑based RSUs vest 1/3 annually starting the Special Meeting date .
Employment Terms
| Term | Key Provision |
|---|---|
| Current Role/Start | CEO, U.S. employment agreement signed Feb 2024; co‑CEO structure disclosed by Aug 2025 |
| Term Length | Initial 2‑year term; auto‑renewal for successive 1‑year periods unless 120‑day notice |
| Severance (US) | If terminated without cause or resigns for good reason: (i) continuation of base salary for 12 months; (ii) COBRA reimbursement up to 12 months; (iii) additional lump‑sum severance equal to 100% of base salary |
| Change‑of‑Control | 2025 RSUs provide accelerated vesting on change in control after the Special Meeting; plan also allows acceleration if awards not assumed in a corporate transaction; clawback applies |
| Clawback | Formal clawback policy compliant with SEC/Nasdaq adopted; applies to incentive compensation based on financial reporting measures |
| Non‑Compete (legacy) | Israel agreement provided 24‑month non‑compete and non‑solicit; US agreement text on non‑compete not specified in proxy |
| Perquisites | Up to $10k (life insurance/exec physicals) and $12k (country club dues) per year |
Board Governance
- Board roles: Phythian served as Chairman and CEO in 2024; governance shifted in 2025 with Joseph Lubin as Chairman, improving separation of chair/CEO roles .
- Independence/Committees: Audit and Compensation Committees comprised solely of independent directors (Bernhard, McKenzie, Gutkowski); Phythian is not a committee member .
- Co‑CEO implication: By Aug 2025, SBET listed two Co‑CEOs (Phythian and Joseph Chalom), which can diffuse accountability but was contemporaneous with large strategic shifts and capital actions .
- Board attendance rates/lead independent director: Not disclosed .
Director Compensation
- As an executive, Phythian historically did not receive additional director fees at SharpLink Israel; U.S. proxy did not disclose separate director fees for Phythian .
Compensation & Incentives Analysis
| Theme | Observation |
|---|---|
| Cash vs Equity Mix | 2024 showed meaningful cash bonus ($216,595) alongside equity expense; 2025 plan increased base and target bonus, with large RSU grants to align longer‑term . |
| Shift in Vehicles | 2025 awards emphasize RSUs (performance and time-based); plan emphasizes no option repricing and dividend equivalent restrictions, aligning with governance best practices . |
| Guaranteed vs At‑Risk | Target bonus moved from 42.5% to 50%; performance metrics for bonuses/RSUs not disclosed, limiting pay-for-performance transparency . |
| Option Policy/Trading | Option Grant Policy and 10b5‑1 requirements reduce optics/abuse risk around MNPI . |
| Peer Group/Consultant | Micro-cap peers used for March 2025 decisions (<$15mm market cap); independent comp consultant engaged for share pool sizing . |
| Say‑on‑Pay | Strong support (97% in 2024; 87% in 2025), despite limited metric disclosure . |
Related Party Transactions and Red Flags
- Related party transactions disclosed for other executives/directors (e.g., insurance broker; office lease with former COO’s entity), none specifically tied to Phythian in 2023–2024 disclosures .
- Risk indicators: Nasdaq minimum bid price deficiency notice (7/11/2024) leading to reverse split authorization; potential dilution from 2025 increase in authorized shares and large equity plan expansion; single-trigger acceleration of certain RSUs on change in control .
Performance & Track Record
| Item | Detail |
|---|---|
| Strategic actions | 2025 emphasis on “Ethereum Treasury Strategy,” major private placement and equity authorizations to fund ETH acquisitions . |
| Capital markets | Board sought/obtained reverse split authority in late 2024 to maintain Nasdaq listing; further raised authorized shares mid‑2025 to 500mm and again to 2.5bn by September 2025 . |
| Results vs pay | Net income turned positive in 2024 while TSR remained depressed; Compensation Committee asserts alignment via RSUs and policy enhancements (clawback, option timing) . |
Equity Plan and Overhang (as of June 20, 2025)
| Metric | Value |
|---|---|
| Shares outstanding | 62,125,336 |
| Outstanding awards (excluding awards subject to stockholder approval) | 46,522 shares (0.08% of outstanding) |
| Additional shares requested under Amended 2023 Plan | 8,000,000 (approx. 12.9% simple dilution) |
| Total prospective overhang (existing + requested) | 8,046,806 shares (13.0%) |
Compensation Peer Group (March 2025)
Connexa Sports Technologies; Gryphon Digital Mining; Hall of Fame Resort & Entertainment; Marin Software; Motorsports Games; Nextrip; Verb Technology .
Say‑on‑Pay & Shareholder Feedback
- 2024 and 2025 say‑on‑pay approvals: 97% and 87%, respectively .
Investment Implications
- Alignment and retention: 2025 compensation increases (base, target bonus) and sizable RSU grants (with both performance and time-based elements) improve retention, but lack of disclosed performance metrics weakens pay-for-performance transparency .
- Supply overhang and selling pressure: The 2025 RSU grants (243,320 to CEO alone) with scheduled vesting and acceleration provisions could create periodic selling pressure; broader plan expansion increased potential dilution .
- Governance trajectory: Separation of Chair/CEO in 2025, independent committees, clawback adoption, and option‑grant timing policy are positives; co‑CEO structure and single‑trigger vesting on change in control increase execution and payout risk in strategic transactions .
- Trading signals: Nasdaq deficiency and reverse split authorization in late 2024, followed by major share authorizations in 2025 to fund the Ethereum Treasury Strategy, signal elevated capital markets activity and volatility; monitor insider filings around 2025 RSU vesting events and any 10b5‑1 plans for flow‑through supply .