DEF 14A of Sharplink, Inc., Nov 18, 2024

DEF 14A of Sharplink, Inc.

Filed Nov 18, 2024 · FY20230001493152-24-046523

Open on EDGAR

  1. I. RE-ELECTION OF DIRECTORS

    I. RE-ELECTION OF DIRECTORS The number of directors that shall constitute the Board of Directors shall be fixed exclusively by resolutions adopted by a majority of the authorized number of directors constituting the Board of Directors. Each director shall stand for election at each annual meeting and shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors will shorten the term of any incumbent director. Our Board of Directors consists of four members. Among them, Obie McKenzie, Robert Gutkowski and Leslie Bernhard are independent directors for NASDAQ corporate governance purposes. Our Board of Directors may, from time to time, appoint any other person as a director, whether to fill a casual vacancy or to add to their number. At the Meeting, stockholders are being asked to re-elect Messrs. Rob Phythian, Obie McKenzie and Robert Gutkowski and Ms. Leslie Bernhard to hold office until our 2025 Annual Meeting of Stockholders and until their successors are elected and qualified. A majority of our independent directors recommended our director nominees for election by our stockholders. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE. The affirmative vote of the holders of a plurality of the Common Stock represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter, is required to elect as directors each of the nominees named above. Unless marked otherwise, proxies received will be voted FOR the election of each of the nominees for directors named above. INFORMATION ABOUT OUR BOARD OF DIRECTORS,

  2. BOARD COMMITTEES AND RELATED MATTERS

    BOARD COMMITTEES AND RELATED MATTERS

  3. Directors and Director Nominees

    Directors and Director Nominees The following table sets forth certain information regarding our directors and director nominees as of the date of this proxy statement:

  4. Directors

    Directors

  5. Directors

    | Name | Age | Position | | Rob Phythian | 59 | Chairman of the Board, Director and CEO | | Robert DeLucia | 61 | Chief Financial Officer | | Leslie Bernhard (1) (2) (3) | 80 | Independent Director | | Robert Gutkowski (1) (2) (3) | 76 | Independent Director | | Obie McKenzie (1) (2) (3) | 79 | Independent Director |

  6. Directors

    (1) Indicates independent director under NASDAQ rules (2) Member of the Audit Committee (3) Member of the Compensation Committee Rob Phythian: Mr. Phythian currently serves as Chairman of the Board and Chief Executive Officer of SharpLink; and he continues to serve as President, CEO and the sole director of SharpLink Israel – positions he has held since July 2021. From 2015 to 2021, Mr. Phythian was also Chief Executive Officer and a director of SportsHub Games Network, Inc., a fantasy sports consolidation and daily game operator. Before SportsHub, Mr. Phythian was co-founder and CEO of SportsData, where he was responsible for corporate operations, business development and strategic partnerships. Mr. Phythian was CEO of SportsData from 2010 until 2013, when SportsData was sold to international data company Sportradar. Mr. Phythian stayed with Sportradar U.S., working on key league and customer relationships including Google, Turner Sports, NBC, CBS and the NFL. Prior to Sportradar U.S., Mr. Phythian founded Fanball.com, which was sold to FUN Technologies, a publicly-traded company. Mr. Phythian has a Bachelor’s degree in Business Administration from the University of St. Thomas (Minnesota). Robert DeLucia: Mr. DeLucia, age 61, has served as Chief Financial Officer of SharpLink since February 2024; and previously served as Chief Financial Officer of SharpLink Israel from August 2022 through February 2024. Prior to joining SharpLink Israel, he served as Interim Chief Financial Officer of Neon Logistics, LLC, where he was tasked with leading the Company’s financial restatements and transition to U.S. GAAP accounting. From February through December 2022, he was Chief Accounting Officer at GTT Communications, a tier one Internet backbone service supplier. Previously, Mr. DeLucia served as Controller of Eastern Airlines during its business reboot from January 2020 through November 2020. From October 2016 through 2019, he worked at Tarsus CFO Services, providing fractional CFO services to primarily mid-sized private equity firms; and from December 2011 through April 2016, he was Corporate Controller and Divisional CFO of Taurus Aerospace Group and Aviation Technical Services. Mr. DeLucia earned both Bachelor of Arts and Bachelor of Science degrees from Robert Morris University. Leslie Bernhard: Ms. Bernhard has served as a director of SharpLink, Chair of the Audit Committee and a member of the Compensation Committee since February 2024. She has served as chairman of the board of Nasdaq-listed Nexalin Technology, Inc. since November 2023. From February 2017 through the present, she has also been an independent director of Sachem Capital Corp., a NYSE American-listed REIT real estate investment trust. In addition, she has served as the non-executive chairman of the board of Milestone Scientific Inc. (“Milestone”), an NYSE American-listed developer and manufacturer of medical and dental devices, since October 2009, and as an independent director of Milestone since May 2003. She also served as Interim Chief Executive Officer of Milestone from October 2017 to December 2017. From 2007 through September 2018, Ms. Bernhard was an independent director of Universal Power Group, Inc., a global supplier of power solutions. In 1986, she co-founded AdStar, Inc., an electronic ad intake service to the newspaper industry, and served as its president, chief executive officer and executive director until 2012. Earlier in her career, Bernhard held management positions at Revlon, Inc., Walt Disney Productions, Inc. and the Gillette Company. She earned a Bachelor of Science Degree in Education from St. John’s University. Robert Gutkowski: Mr. Gutkowski has served as a director of SharpLink and as member of the Audit and Compensation Committees since February 2024. From October 2014 through the present, Mr. Gutkowski has led RMG Sports Ventures LLC, a company he founded, to originate and advise private equity and other institutional capital on investments in sports, entertainment and media. Mr. Gutkowski recently co-originated the acquisition of True Temper Sports (the largest producer of golf shafts in the world) for Lincolnshire Management and made a substantial investment alongside Lincolnshire in True Temper Sports. In December 1991, Mr. Gutkowski was named President of MSG Network, where he was responsible for the operations of the New York Knicks basketball team, the New York Rangers hockey team - which won the 1994 Stanley Cup Championship, MSG Communications - including the MSG Network, the nation’s largest regional cable network, MSG Entertainment, and the MSG Facilities Group - which operated The Garden Arena and The Paramount Theater. Mr. Gutkowski joined MSG Network in 1985 and held various senior executive positions, including President of the MSG Network. Under his leadership, the subscriber base of the MSG Network, the oldest and largest regional sports network in the country, more than doubled to 5.1 million subscribers. The Yankees, together with the New York Knicks and the New York Rangers, became the foundations of MSG Network’s year-round operation. In 1993 and 1994, MSG Network was the most active building in the country in bookings and revenues and was named “Arena of the Year” by Pollstar Magazine. In 1996, Mr. Gutkowski founded The Marquee Group, a worldwide sports and entertainment firm that managed, produced and marketed sports and entertainment events, as well as provided representation for athletes, entertainers and broadcasters. The Marquee Group, which became a public company in 1996, acquired many related companies, including Athletes and Artists, Sports Marketing and Television International, QBQ Entertainment, Tollin-Robbins Productions, Park Associates, Alphabet City Records, Cambridge Golf and ProServ, before being acquired by SFX in 1999 for over $100 million. Mr. Gutkowski is a graduate of Hofstra University, where he earned a Bachelor of Business Administration degree.

  7. Directors

    Obie McKenzie: Mr. McKenzie has served as a member of the Board of Directors of the Company since February 2024. Beginning in January 2019 through to the present, Mr. McKenzie has served as Vice Chairman of Cordiant Capital, a global infrastructure and real assets investment firm focused on digital infrastructure, renewable energy infrastructure and agriculture. In his role as Managing Director of BlackRock Inc. from January 2000 through December 2018, he was wholly responsible for managing relationships with some of the largest pension funds in the United States to include the Teacher Retirement System of Texas, New York City Employees’ Retirement System and the Federal Reserve Employee Benefits System, among others. During his accomplished career, Mr. McKenzie served as Managing Director at Merrill Lynch from 1990 through 2006; Executive Director at UBS Asset Management and Managing Director at Chase Investors from 1987 through 1990; as well as Founder and President of McKenzie & Company, an NASD registered broker-dealer from 1984 through 1987. During the late 1970’s and early 1980’s, Mr. McKenzie held positions at Citibank, Chemical Bank and Freedom National Bank as a commercial banker. He was also Manager of Banking and Pensions at The New York Times in 1975 and began his career as a Corporate Finance Associate for Morgan Stanley in 1972. Mr. McKenzie was a founding board member of the National Association of Securities Professionals, where he received the “Wall Street Hall of Fame Award” in 2001. In 2010, Mr. McKenzie received the AIMSE Richard A. Lothrop Outstanding Achievement Award in recognition for his outstanding achievements in the investment management industry and his community. In 2011, he was named by Black Enterprise Magazine as one of the 75 Most Powerful Blacks on Wall Street; and in 2013, he was named Public Fund Marketer of the Year by Money Management Intelligence. Mr. McKenzie earned a Bachelor of Science degree from Tennessee State University and an MBA from Harvard Business School.

  8. SharpLink Gaming, Ltd. (“SharpLink Israel”) Officers and Directors

    SharpLink Gaming, Ltd. (“SharpLink Israel”) Officers and Directors On February 13, 2024, SharpLink Gaming Ltd. (“SharpLink Israel”) completed its domestication merger (“Domestication Merger”), pursuant to the terms and conditions set forth in an Agreement and Plan of Merger (the “Domestication Merger Agreement”), dated June 14, 2023 and amended July 24, 2023, among SharpLink Israel, SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of SharpLink US (“Domestication Merger Sub”) and SharpLink Gaming, Inc. (“SharpLink US”). The Domestication Merger was achieved through a merger of SharpLink Merger Sub with and into SharpLink Israel, with SharpLink Israel surviving the merger and becoming a wholly owned subsidiary of SharpLink US. The Domestication Merger was approved by the shareholders of SharpLink Israel at an extraordinary special meeting of shareholders held on December 6, 2023. SharpLink US’s Common Stock commenced trading on the Nasdaq Capital Market under the same ticker symbol, SBET, on February 14, 2024. The following table and biographical summaries set forth information, including principal occupation and business experience, about SharpLink Israel’s directors and executive officers prior to SharpLink Israel’s domestication merger with SharpLink in February 2024. Excluding Mr. Phythian, all officers and directors of SharpLink Israel resigned as officers and directors in connection with the completion of the domestication merger, effective February 13, 2024.

  9. SharpLink Gaming, Ltd. (“SharpLink Israel”) Officers and Directors

    | Name | Age | Position | | Rob Phythian | 59 | President, CEO and Director | | Robert DeLucia | 60 | Former Chief Financial Officer | | David Abbott | 58 | Former Chief Technology Officer | | Joseph Housman | 42 | Former Chairman of the Board and Director | | Chris Nicholas | 55 | Former Chief Operating Officer and Director | | Paul J. Abdo | 53 | Former Independent Director | | Thomas Doering (1) (2) (3) | 57 | Former Independent Director | | Scott Pollei (1) (2) (3) | 62 | Former Outside Independent Director | | Adrienne Anderson (1) (2) (3) | 46 | Former Outside Independent Director |

  10. SharpLink Gaming, Ltd. (“SharpLink Israel”) Officers and Directors

    (1) Indicates independent director under NASDAQ rules (2) Member of the Audit Committee (3) Member of the Compensation Committee Joseph Housman: Mr. Housman, age 42, served as the Chairman of SharpLink Israel’s board since July 2021 and resigned in February 2024 in connection with the Domestication Merger; and he served on the board of directors of SharpLink, Inc. since its inception in February 2019 through July 2021. Since 2014, Mr. Housman has served as Vice President for Hays Companies | Brown & Brown Insurance, a national insurance brokerage firm, where he works with clients on risk management solutions with an emphasis on private equity and M&A transactions. Prior to Hays Companies, Mr. Housman was employed at Deloitte from 2004 to 2014 in the firm’s private company tax group. Mr. Housman also serves as a director of several private company businesses, working closely with the management teams on strategic growth and management initiatives, as well as advising and negotiating on acquisitions, operations, and dispositions of private company investments. Mr. Housman was also a director of SportsHub Games Network, Inc. (“SportsHub”) from 2015 through September 2021 when he resigned. He is a CPA (inactive) in the state of Minnesota and earned a Bachelor of Arts degree in Accounting from Saint John’s University (Minnesota). Chris Nicholas: Mr. Nicholas, age 55, acted as SharpLink Israel’s Chief Operating Officer and director since July 2021; and until February 2024, he also served as the Chief Operating Officer of SharpLink, Inc., a position he held since SharpLink, Inc. was founded in February 2019. Prior to SharpLink, Inc., Mr. Nicholas was Chief Operating Officer and a director of SportsHub, from 2016 to 2019, and continued providing services to SportsHub on a limited part-time basis until June 1, 2021. Mr. Nicholas resigned his position as a director of SportsHub in September 2021. Prior to SportsHub, he was the Founder and CEO of Sports Technologies, Inc (“Sports Technologies”), which SportsHub purchased in 2016. Prior to Sports Technologies, Mr. Nicholas spent ten years at ESPN.com, most recently as Executive Producer, where he was responsible for the Fantasy Sports and ESPN Insider businesses. Mr. Nicholas began his career in 1994 at Starwave Corporation, an internet media company that was the first to put sports news, information and fantasy games on the Internet. Mr. Nicholas earned a Bachelor of Arts degree from Dartmouth College. David Abbott: Mr. Abbott, age 58, joined SharpLink Israel in September 2022 and served as its Chief Technology Officer since November 2022. Prior to joining SharpLink Israel, Mr. Abbott spent more than eight years at Sportradar (Nasdaq: SRAD), serving first as Senior Vice President of Innovation and Technology and rising to Managing Director of U.S. Sports Media, where he focused on the growth and development of the company’s media strategy in the United States. Founded in 2001, Swiss-based Sportradar is a sports technology company serving over 1,700 sports federations, media outlets, betting operators and consumer platforms across 120 countries. Sportradar’s U.S.-based business traces its start to its 2014 acquisition of SportsData, a provider of sports-related live data and digital content co-founded by Mr. Abott and SharpLink’s CEO, Rob Phythian, in 2010. Following the acquisition, Mr. Abbott joined Sportradar to establish and build its U.S. presence. A frequent speaker at sports industry conferences and trade events, Mr. Abbott has also volunteered over the past several years as a mentor to CEOs of emerging software companies in association with the Minnesota Emerging Software Advisory. He earned his MBA in Finance from the University of St. Thomas – Opus College of Business and a Bachelor of Science degree in Computer Science from the University of Minnesota, Institute of Technology. Paul J. Abdo: Mr. Abdo, age 53, served on SharpLink Israel’s board of directors from July 2021 through February 2024. Mr. Abdo is the CEO of Abdo Publishing, a worldwide educational publisher of print and digital content for schools. Prior to becoming CEO in 2015, Mr. Abdo worked in several different facets of the company including editorial, marketing, and international sales, starting and leading several divisions in the company including Spotlight Books, EPIC Press, and Essential Library. Mr. Abdo also serves on the board of the parent company, Abdo Consulting Group Inc. (ACGI), which has holdings in publishing, finance, real estate, and gaming. Mr. Abdo is also on the board of BankVista, a community bank with several branches in Minnesota. He obtained Bachelor’s and M.A. degrees in English from Minnesota State University, Mankato. Tom Doering: Mr. Doering, age 57 served on SharpLink Israel’s board of directors from July 2021 through February 2024. Mr. Doering is an experienced business leader, technology investor and strategic advisor. Since 2006, he has served on the boards of directors and as an advisor for multiple privately held companies in the technology, fantasy sports, consumer services, travel and non-profit industries. In 2008, he co-founded and served on the board of directors of LeagueSafe, a premier fantasy sports league management company that was acquired by SportsHub Game Network in 2016. Prior to LeagueSafe, Mr. Doering co-founded E-Travel Experts (ETX) in 1998 and served as CEO until it was acquired in 2004 by Affiliated Computer Services. ETX was a provider of technology enabled solutions as well as fraud prevention, ticketing, accounting and back-office operations to the then-emerging Internet travel industry.

  11. Outside Directors

    Outside Directors Scott Pollei: Mr. Pollei, age 63, served on SharpLink Israel’s board of directors from July 2021 through February 2024. He is currently a partner at Dunn Lake Partners, LLC, a business and financial advisory firm that he founded in April 2019. From March 2020 to December 2020, Mr. Pollei served as Interim Chief Financial Officer of Crescent Electrical Supply Company, a wholesale distributor of electrical supplies based in East Dubuque, Illinois, and he served as a board member and finance and Audit Committee chair of that company from 2011 until his appointment as Interim CFO. From June 2017 to December 2019, Mr. Pollei was Chief Financial Officer at Fastbridge Learning, Inc., a SaaS provider of educational and assessment tools to the pre-K through 12th grade education market. Mr. Pollei was a partner in B2B CFO, LLC, a business and financial consulting firm, from September 2016 until March 2019. Prior to that, from August 2014 to August 2016, Mr. Pollei was Chief Operating Officer at Boulay PLLP, a public accounting and financial advisory firm. Prior to Boulay, from January 1994 until March 2014 he served in a number of positions of increasing responsibility at The Dolan Company, an NYSE-traded publisher and media company, including serving as its Chief Financial Officer from 1994 to 2009 and thereafter as Chief Operating Officer until his resignation in March 2014. The Dolan Company filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in March 2014, and emerged from bankruptcy in June 2014. Mr. Pollei began his career in public accounting with KPMG US, LLP. He is a certified public accountant (inactive) and earned a Bachelor’s degree in Accounting, cum laude, from Luther College. Adrienne Anderson: Ms. Anderson, age 46, served on SharpLink Israel’s board of directors from July 2021 through February 2024. She is a certified public accountant and has spent the last several years of her career primarily focused on financial statement audits under Public Company Accounting Oversight Board auditing standards for SEC reporting companies. Since January 2019, Ms. Anderson has been an audit partner at D. Brooks and Associates, CPAs, a certified public accounting firm based in West Palm Beach, Florida, where she focuses her practice on accounting, auditing, attest and review services, specializing in working with emerging growth and high growth technology, manufacturers, distributors and service companies, as well as government contractors, both SEC registrants and private companies. Prior to that, from October 2014 to December 2018, she was with WithumSmith + Brown, a large regional CPA firm, having been promoted to partner of the firm in July 2017. Ms. Anderson earned a Bachelor of Science in Accounting from Eastern Illinois University and is a certified public accountant licensed in the states of Florida and Illinois. SharpLink Israel’s Board and Committee Meetings Held in 2023; 2023 Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders Held in 2023 During 2023, the Board of Directors of SharpLink Israel held a total of 25 meetings, the Audit Committee of SharpLink Israel held a total of six meetings, and the Compensation Committee held a total of two. The Board and committees also acted by unanimous written consent on various matters throughout the year. All of the board members attended the 2023 Annual General Meeting of Shareholders via teleconference held on May 26, 2023; and participated in three Extraordinary General Meeting of Shareholders held on January 20, 2023, October 17, 2023 and November 29, 2023.

  12. Election of Directors

    Election of Directors Our Board of Directors consists of four members, three of which are independent directors for NASDAQ corporate governance purposes. Pursuant to our Certificate of Incorporation, all of our directors are currently being elected at our Annual Meeting of Stockholders by a vote of the holders of a plurality of the voting power represented and voting at such meeting and hold office until the next Annual Meeting of Stockholders and until their successors have been elected. The Board of Directors may, at any time from time to time, appoint any other person as a director, whether to fill a casual vacancy or to add to their number. A majority of our independent directors have nominated and recommended our directors for reelection by our stockholders.

  13. Compensation of SharpLink Israel Directors

    | Name | Fees Earned ($) | Option Awards ($)(1) | Total ($) | | Joseph Housman | 75,000 | 16,078 | 91,078 | | Paul Abdo | 54,400 | 16,078 | 70,478 | | Tom Doering | 58,600 | 2,388 | 60,988 | | Scott Pollei | 58,600 | — | 58,600 | | Adrienne Anderson | 58,600 | — | 58,600 |

  14. 2024 Director Compensation

    2024 Director Compensation For 2024, non-employee directors will receive compensation for services as directors pursuant to the 2024 Board Compensation Plan adopted by the Board of Directors on February 13, 2024. In accordance with the 2024 Board Compensation Plan, non-employee directors will receive:

  15. 2024 Director Compensation

    | ● | A base annual fee of $30,000 for services from February 14, 2024 through December 31, 2024, payable quarterly at the end of each calendar quarter, or March 31, 2024; June 30, 2024; September 30, 2024; and December 31, 2024. | | ● | Additional cash compensation for services on Committees. |

  16. 2024 Director Compensation

    | ○ | Directors who serve as the Chair of the Audit or Compensation Committee will receive $15,000 annually, payable quarterly at the end of each calendar quarter, or on March 31, 2024; June 30, 2024; September 30, 2024; and December 31, 2024. | | ○ | Directors serving on the Audit and Compensation Committees and are not already receiving compensation for serving as the Chair of one of those committees, will receive $10,000 annually, payable quarterly at the end of each calendar quarter, or on March 31, 2024; June 30, 2024; September 30, 2024; and December 31, 2024. |

  17. 2024 Director Compensation

    | ● | Equity consideration issuable as follows: |

  18. 2024 Director Compensation

    | ○ | Each of the non-employee directors were issued 40,000 Restricted Stock Units on February 14, 2024, which shall vest in equal increments of 10,000 RSUs at the end of each calendar quarter in 2024, or on March 31, 2024; June 30, 2024; September 30, 2024; and December 31, 2024. | | ○ | On August 28, 2024, the Board of Directors consented to, authorized and adopted resolutions providing for the non-employee directors to each be issued an additional 66,668 RSUs on September 30, 2024, which shall vest in equal quarterly increments of 16,667 on December 31, 2024, March 31, 2025, June 30, 2025 and September 30, 2025. |

  19. Components of Executive Compensation

    Components of Executive Compensation SharpLink Israel’s overall compensation of each employee, and especially the officers, was built using several components so that each component rewarded its employees for a different aspect of his or her contribution to SharpLink Israel. Specifically, compensation components included fixed based salary; health and medical benefits; variable, performance-based rewards (annual bonus, commissions and grants); and equity-based compensation. In addition to or in lieu of bonuses paid under an annual bonus plan or as a discretionary bonus, SharpLink Israel was permitted to pay a special bonus to officers and directors due to achievements of milestones and goals determined by the Board of Directors, in accordance with SharpLink Israel’s strategic business plan, including in connection with material projects that were under development, acquisition or disposition of material assets, financing activities and achievement of department tasks, up to a maximum of three monthly base salaries per year, subject to limitations set forth in applicable law and the predefined cap on annual bonuses defined in SharpLink Israel’s Directors and Officers Compensation Policy.

  20. Roles of the Compensation Committee, Management and Peer Groups

    Roles of the Compensation Committee, Management and Peer Groups Role of the Compensation Committee Our Compensation Committee is responsible for establishing the compensation of our NEOs; and oversees administration of the Company’s executive compensation plan, policies and programs, including providing guidance on corporate goals and objectives relating to compensation, short-term bonus (incentive) plans and long-term equity compensation plans, and approval of grants of equity awards. Role of Management Management participates in the review and refinement of our executive compensation program. The CEO meets with Committee members to discuss compensation packages for the NEOs and to review the performance of the Company and each NEO, other than himself, and makes recommendations with respect to the appropriate base salary, annual cash bonus, event-driven bonus(es) and grants of short- and long-term equity awards. Role of Peer Groups, Surveys and Benchmarking We consider multiple sources of data to evaluate the fairness of potential rewards associated with our compensation structures and whether they meet our compensation objectives. We also consider how our compensation practices compare to market practices among relevant companies in terms of size and/or industry. Among other factors, we carefully evaluate compensation data for executive officer positions for public companies of our size and/or operating in our industry culled from proxy statements filed with the SEC. The Committee may consider competitive market compensation of peer group companies but does not attempt to maintain a certain target percentile within the peer group or otherwise rely solely on such data. The Committee strives to incorporate flexibility into the compensation programs and processes to respond to and adjust for SharpLink’s evolving business and the value delivered by our NEOs.

  21. Components of Executive Compensation

    | ● | An (annual) cash bonus rewards our NEOs for achieving Company and individual goals over the course of the year; and benefits our stockholders by ensuring our NEOs remain focused on meeting key short-term business objectives and performance metrics. We offer our NEOs the opportunity to earn annual cash bonuses based on achieving performance against committee-approved performance goals. The Compensation Committee, in its sole discretion, with respect to the CEO and in collaboration with the CEO for all other NEOs, determines whether and to what extent annual cash bonuses shall be paid to each NEO. | | ● | One-time cash bonuses reward our NEOs who play a material role in a significant milestone achieved by the Company, e.g., completing a strategic acquisition that has positive impact on SharpLink’s overall financial performance or raising mission critical growth capital. The Compensation Committee, in its sole discretion, with respect to the CEO and in collaboration with the CEO for all other NEOs, determines whether and to what extent one-time cash bonuses are paid to each NEO based on the materiality of each significant milestone achieved. | | ● | Equity-based awards incentivize our NEOs, designed to drive achievement of long-term operational and financial goals and increased stockholder value, as well as to attract and retain key talent over a sustained time period. The Compensation Committee sets each NEOs’ equity based awards on their respective role and responsibilities, internal equity considerations, competitive market conditions and data and target direct compensation. | | ● | In addition to the primary elements of compensation described above, the NEOs may participate in benefits programs generally available to our employees. |

  22. Summary Executive Compensation Table

    | Name and Position | Fiscal Year | Salary ($) | Bonus ($) | Option Awards (1)($) | All Other Compensation (2) ($) | Total ($) | | Rob Phythian | 2023 | 300,000 | 70,470 | 105,958 | 12,000 | 488,428 | | President and Chief Executive Officer | 2022 | 300,000 | 181,671 | 130,576 | 12,000 | 624,247 | | Robert DeLucia | 2023 | 220,000 | 48,938 | 34,836 | — | 303,774 | | Chief Financial Officer (3) | 2022 | 80,385 | 30,938 | 21,399 | — | 132,722 | | Brian Bennett | 2023 | — | — | — | — | — | | Former Chief Financial Officer (4) | 2022 | 153,654 | 22,212 | — | — | 175,866 | | Chris Nicholas | 2023 | 240,000 | 67,860 | 31,067 | — | 338,927 | | Former Chief Operating Officer (5) | 2022 | 240,000 | 89,137 | 113,336 | — | 442,473 | | David Abbott | 2023 | 240,000 | — | 28,974 | — | 268,974 | | Former Chief Technology Officer (6) | 2022 | 64,615 | — | 22,422 | — | 87,037 |

  23. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth information regarding the options and unvested restricted shares held by each of the named executive officers as of December 31, 2023. Dollar amounts have been rounded up to the nearest whole dollar.

  24. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  25. Outstanding Equity Awards at Fiscal Year-End

    | | Options | | | | | Name | Number of Shares of Common Stock Underlying Unexercised Options (Exercisable) | Number of Shares of Common Stock Underlying Unexercised Options (Unexercisable) | Option Exercise Price | Option Expiration Date | | Rob Phythian | 8,011 | - | $9.40 | 12/27/2030 | | | 15,000 | 30,000 | $11.70 | 9/12/2032 | | | 4,861 | 12,639 | $4.40 | 2/24/2033 | | Chris Nicholas | 8,011 | - | $9.40 | 12/27/2030 | | | 8,741 | 13,758 | $6.40 | 11/08/2032 | | | 2,083 | 5,417 | 4,40 | 2/24/2033 | | Robert DeLucia | 6,666 | 8,334 | $12.00 | 8/21/2032 | | | 1,388 | 3,612 | 4.40 | 2/24/2033 | | David Abbott | 5,833 | 9,167 | $9.50 | 9/25/2032 | | | 2,500 | 7,500 | $4.40 | 2/24/2033 |

  26. Pay Versus Performance

    Pay Versus Performance In accordance with the SEC’s disclosure requirements pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act, provided below is the Company’s Pay Versus Performance disclosures as required by Item 402(v) for smaller reporting companies, we have included a table that compares the total compensation of our principal executive officer (“PEO”) and average other named executive officers (“Non-PEO NEOs”), as presented in the Summary Executive Compensation Table (“Summary Compensation Table”), to compensation actually paid. The table and disclosure below also compares compensation actually paid to our indexed total stockholder return and GAAP Net Income. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used compensation actually paid as a basis for making compensation decisions, nor does it use GAAP Net Income for purposes of determining incentive compensation. Please refer to our “Executive Compensation and Related Information” section on pages 51 to 63 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance. The table below shows for 2023 and 2022 the “total” compensation for Rob Phythian, our PEO and our other NEOs from the Summary Compensation Table above; the compensation actually paid to those officers calculated using rules required by the SEC; our total stockholder return; and our net income. Compensation actually paid does not represent the value of shares received by the officers during the year, but rather is an amount calculated under Item 402(v) of Regulation S-K.

  27. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1) (2) (3) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return ($) | Net Loss ($) | | 2023 | 488,428 | 627,976 | 911,675 | 1,009,670 | 4.82 | (14,243,182) | | 2022 | 624,247 | 547,611 | 838,098 | 761,462 | 13.10 | (15,233,378) |

  28. Pay Versus Performance

    | (1) The individuals comprising SharpLink’s Non-PEO NEOs for each year presented are listed below: |

  29. Pay Versus Performance

    | 2022 | 2023 | | Chris Nicholas, Chief Operating Officer | Chris Nicholas, Chief Operating Officer | | Brian Bennett, Former Chief Financial Officer | Robert DeLucia, Chief Financial Officer | | Robert DeLucia, Chief Financial Officer | David Abbott, Chief Technology Officer | | David Abbott, Chief Technology Officer | |

  30. Pay Versus Performance

    | (2) The amounts shown for compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. | | (3) Compensation actually paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC 718, Compensation – Stock Compensation. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table, which reflect the fair market values of equity awards as of each grant date. |

  31. Pay Versus Performance

    | | 2023 - PEO | 2022 - PEO | 2023 - Non-PEO NEOs | 2022 - Non-PEO NEOs | | Summary Compensation Table (“SCT”) Total Compensation | $488,428 | $624,247 | $911,674 | $838,098 | | Deduct equity awards reported in SCT | $(105,958) | $(130,576) | $(94,876) | $(157,157) | | Add year-end fair value of equity awards in covered fiscal year which are outstanding and unvested as of the end of the covered fiscal year | $164,686 | $53,940 | $144,362 | $70,034 | | Add the change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any awards granted in prior years that remain outstanding and unvested as of the end of the covered fiscal year | $80,821 | $- | $48,510 | $10,487 | | Add the fair value as of the vesting dates for awards that are granted and vested in the same covered fiscal year | $11,509 | $- | $9,698 | $10,022 | | Add the change in fair value from the end of the prior fiscal year to the vest date for awards granted in prior years that vested in the covered year | $51,814 | $10,022 | $73,488 | $- | | Deduct the fair value at the end of the prior fiscal year for awards granted in prior years that forfeited during the covered fiscal year | $- | $(1,225,725) | $- | $(912,256) | | Compensation Actually Paid | $627,976 | $547,611 | $1,009,670 | $761,462 |

  32. Interests of Directors and Executive Officers

    Interests of Directors and Executive Officers Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Reverse Split proposal except to the extent of their ownership of shares of our Common Stock.