DEF 14A of Sharplink, Inc.
Filed Mar 31, 2025 · FY20240001641172-25-001704
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 2026 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,
BOARD COMMITTEES AND RELATED MATTERS
BOARD COMMITTEES AND RELATED MATTERS
Officers, Directors and Director Nominees
Officers, 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:
Officers and Directors
Officers and Directors
Officers and Directors
| Name | Age | Position | | Rob Phythian | 60 | Chairman of the Board, Director and CEO | | Robert DeLucia | 61 | Chief Financial Officer | | Leslie Bernhard (1) (2) (3) | 81 | Independent Director | | Robert Gutkowski (1) (2) (3) | 77 | Independent Director | | Obie McKenzie (1) (2) (3) | 80 | Independent Director |
Officers and 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. Mr. DeLucia has over 30 years of experience, and has assisted companies in various unique and complex issues dealing with technical US GAAP accounting, SEC matters and filings, mergers & acquisitions, bankruptcy and fraud. Prior to being recruited to serve as SharpLink’s Chief Financial Officer in August 2022, Bob served in many positions where he was tasked with leading a company’s turnaround and financial restatements. From February through December 2022, he was Chief Accounting Officer at GTT Communications, a tier one Internet backbone service supplier where he developed the plan of the accounting & finance turnaround. Previously, Bob was recruited to Adelphia Communications Corporation, Inc. after the discovery of massive accounting fraud and filing of bankruptcy in June 2002. As Adelphia’s Corporate Controller, he was the highest-ranking finance leader on-site in Coudersport, Pennsylvania. He led a 5-year restatement of the accounting records and re-addressed all accounting technical issues during that time. This resulted in the restatement of 5 years of previously issued financial statements to the SEC. During this time, he led a project for the Department of Justice to prepare reports demonstrating how the fraud was committed and these reports were used during the Adelphia trial concluding with three previous executive management members being convicted. Rob graduated from Robert Morris University, where he earned both Bachelor of Arts and Bachelor of Science degrees, Bob was as an Audit Senior Manager at KPMG and Arthur Anderson from June 1985 through September 1998. 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.
Officers and 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.
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 majority 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.
2024 Compensation of SharpLink Israel Non-Employee Directors
| Name | Fees Earned ($) | Option Awards ($) | Total ($) | | Joseph Housman | 9,133 | — | 9,133 | | Paul Abdo | 6,689 | — | 6,689 | | Tom Doering | 7,889 | — | 7,889 | | Scott Pollei | 7,889 | — | 7,889 | | Adrienne Anderson | 7,889 | — | 7.889 |
2024 Compensation of SharpLink US Non-Employee Directors
| Name | Fees Earned ($) | Number of RSUs Granted | Total ($) | | Leslie Bernhard | 59,500 | 106,668 | 59,500 | | Obie McKenziee | 59,500 | 106,668 | 59,500 | | Robert Gutkowski | 55,108 | 106,668 | 55,108 |
2025 Director Compensation
2025 Director Compensation For 2025, non-employee directors will receive compensation for services as directors pursuant to the 2025 Board Compensation Plan adopted by the Board of Directors on March 19, 2025. In accordance with the 2025 Board Compensation Plan, non-employee directors will receive:
2025 Director Compensation
| ● | A base annual fee of $35,000 for services, payable monthly. | | ● | Additional cash compensation for services on Committees. |
2025 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, 2025; June 30, 2025; September 30, 2025; and December 31, 2025. | | ○ | 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, 2025; June 30, 2025; September 30, 2025; and December 31, 2025. |
2025 Director Compensation
| ● | Equity consideration issuable as follows: |
2025 Director Compensation
| ○ | Each of the non-employee directors will be eligible to be granted up to 80,000 Restricted Stock Units (“RSUs”) in 2025, subject to stockholder approval of an increase in the shares authorized under the 2023 Equity Incentive Plan – approval which may be sought by the Company pursuant to a Special General Meeting of Stockholders to be held later this year. |
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 the sports, gaming, technology and digital marketing industries pulled from proxy statements filed with the SEC. The Compensation Committee considers competitive market compensation of peer group companies as its primary source of market compensation decisions. 2025 Peer Groups For 2025, the Compensation Committee utilized the following primary criteria to identify its compensation peer group: i) traded on the Nasdaq Stock Market; ii) have market capitalization below $15 million; and iii) operate businesses with focus on sports, technology and digital marketing. The 2025 peer group was comprised of:
Roles of the Compensation Committee, Management and Peer Groups
| ● | Connexa Sports Technologies, Inc. | | ● | Gryphon Digital Mining, Inc. | | ● | Hall of Fame Resort & Entertainment | | ● | Marin Software Incorporated | | ● | Motorsports Games Inc. | | ● | Nextrip, Inc. | | ● | Verb Technology Company, Inc. |
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 a 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, are designed to drive achievement of long-term operational and financial goals and increased stockholder value, as well as 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. In addition, our CEO and CFO are entitled to receive monthly cash consideration for certain expenses, including term life insurance policy premiums, executive health exams not covered by prevailing health benefit plan and/or country club fees, as applicable. |
Summary Executive Compensation Table
| Name and Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Option Awards(2) ($) | Stock Awards/ RSUs ($) | All Other Comp(3) ($) | Total ($) | | Rob Phythian | 2024 | 285,000 | 216,595 | 108,242 | 140,000 | 12,000 | 761,837 | | President and Chief Executive Officer (1) | 2023 | 300,000 | 70,470 | 105,958 | - | 12,000 | 488,428 | | | 2022 | 300,000 | 181,671 | 130,576 | - | 12,000 | 624,247 | | Robert DeLucia | 2024 | 230,000 | 170,938 | 35,445 | 112,000 | - | 548,383 | | Chief Financial Officer (1)(4) | 2023 | 220,000 | 48,938 | 34,836 | - | - | 303,774 | | | 2022 | 80,385 | 30,938 | 21,399 | - | - | 132,722 | | Brian Bennett | 2024 | - | - | - | - | - | - | | Former Chief Financial Officer (5) | 2023 | - | - | - | - | - | - | | | 2022 | 153,654 | 22,212 | - | - | - | 175,866 | | Chris Nicholas | 2024 | 18,462 | 67,860 | - | - | - | 86,322 | | Former Chief Operating Officer (1 (6) | 2023 | 240,000 | 67,860 | 31,067 | - | - | 338,927 | | | 2022 | 240,000 | 89,137 | 113,336 | - | - | 442,473 | | David Abbott | 2024 | - | - | - | - | - | - | | Former Chief Technology Officer (7) | 2023 | 240,000 | - | 28,974 | - | - | 268,974 | | | 2022 | 64,615 | - | 22,422 | - | - | 87,037 |
Outstanding Equity Awards
Outstanding Equity Awards The following table sets forth information regarding the stock options and unvested restricted stock units held by each of the named executive officers as of December 31, 2024. Dollar amounts have been rounded up to the nearest whole dollar. Stock Options
Outstanding Equity Awards
| 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 | - | $9.36 | 12/28/2030 | | | 30,000 | - | $6.29 | 9/8/2032 | | | 11,666 | 5,834 | $4.40 | 2/24/2033 | | Robert DeLucia | 12,500 | 2,500 | $12.00 | 8/22/2032 | | | 3,333 | 1,667 | $4.40 | 2/27/2033 |
Outstanding Equity Awards
Restricted Stock Units
Outstanding Equity Awards
| Name | Number of RSUs Granted | Grant Date | Vesting Date | | Rob Phythian | 25,000 | 2/16/2024 | 3/31/2024 | | | 25,000 | 2/16/2024 | 6/30/2024 | | | 25,000 | 2/16/2024 | 9/30/2024 | | | 25,000 | 2/16/2024 | 12/31/2024 | | Robert DeLucia | 20,000 | 2/16/2024 | 3/31/2024 | | | 20,000 | 2/16/2024 | 6/30/2024 | | | 20,000 | 2/16/2024 | 9/30/2024 | | | 20,000 | 2/16/2024 | 12/31/2024 |
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 2024, 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.
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 Income (Loss) ($) | | 2024 | 761,837 | 901,758 | 634,704 | 660,676 | (60.00) | 10,099,619 | | 2023 | 488,428 | 691,300 | 911,674 | 1,092,856 | (58.85) | (14,243,182) | | 2022 | 624,247 | 547,611 | 838,098 | 761,462 | (88.71) | (15,233,378) |
Pay Versus Performance
| (1) The individuals comprising SharpLink’s Non-PEO NEOs for each year presented are listed below: |
Pay Versus Performance
| 2022 | 2023 | 2024 | | Chris Nicholas, COO | Chris Nicholas, COO | Robert DeLucia, CFO | | Brian Bennett, Former CFO | Robert DeLucia, CFO | Chris Nicholas, Former COO | | Robert DeLucia, CFO | David Abbott, CTO | | | David Abbott, CTO | | |
Pay Versus Performance
| (2) The amounts shown for compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay Versus Performance
| (3) Compensation actually paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC 718, Compensation – Stock Compensation. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table, which reflect the fair market values of equity awards as of each grant date. |
Pay Versus Performance
| | 2024 - PEO ($) | 2023 - PEO ($) | 2022 - PEO ($) | 2024 - Non-PEO NEOs ($) | 2023 - Non-PEO NEOs ($) | 2022 - Non-PEO NEOs ($) | | Summary Compensation Table (“SCT”) Total Compensation | 761,837 | 488,428 | 624,247 | 634,794 | 911,674 | 838,098 | | Deduct equity awards reported in SCT | (108,242) | (105,958) | (130,576) | (35,445) | (94,876) | (157,157) | | Add year-end fair value of of equity awards in covered fiscal year which are outstanding and unvested as of the end of the covered fiscal year | 108,163 | 164,686 | 53,940 | 19,696 | 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 | (110,462) | 80,821 | - | (76,332) | 48,510 | 10,487 | | 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 | 110,462 | 51,814 | (8,436) | 6,052 | 73,488 | | | Add the fair value as of the vesting dates for awards that are granted and vested in the same covered fiscal year | - | 11,509 | 94,350 | - | 9,698 | 10,022 | | 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 | - | - | (283,050) | - | - | (912,256) | | Add the dollar value of any dividends, dividend equivalents, or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year | 140,000 | | | 112,000 | | | | Compensation Actually Paid | 901,758 | 691,300 | 547,611 | 660,676 | 1,092,856 | 761,462 |
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.