Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Effective December 30, 2020, the board of directors (the "Board") of Elys Game
Technology, Corp. ("the "Company") appointed Michele Ciavarella as the Executive
Chairman and Matteo Monteverdi as the Chief Executive Officer of the Company.
Mr. Ciavarella resigned as Chief Executive Officer, effective December 30, 2020,
to allow Mr. Monteverdi to assume that role. Mr. Monteverdi has served as the
Company's President since September 21, 2020 and will retain that position.
Mr. Ciavarella (age 58) served as the Company's Chief Executive Officer since
June 2011, serves as a member of the Company's Board since June 2011 and has
served as the Company's Chairman of the Board since June 26, 2019. In addition,
Mr. Ciavarella has served the Company in various roles and executive capacities
since 2004 including President, Chief Executive Officer and Director of
Operations. From 2004 to 2011, Mr. Ciavarella was engaged in senior executive
and director roles for a variety of private and publicly listed companies
including Kerr Mines Ltd. (formerly known as Armistice Resources Corp.),
Firestar Capital Management Corporation, Mitron Sports Enterprises, Process
Grind Rubber and Dagmar Insurance Services. He also served as the Business
Development Officer for Forte Fixtures and Millwork, Inc., a family owned
business in the commercial retail fixture manufacturing industry from January
2007 until October 2013. From 1990 until 2004, Mr. Ciavarella served as a senior
executive, financial planner, life insurance underwriter and financial advisor
for Manulife Financial and Sun Life Financial. Mr. Ciavarella received his
Bachelor of Science degree from Laurentian University in Sudbury, Ontario.
Mr. Monteverdi (age 50) has extensive industry leadership experience, having
served as U.S. President of Sportradar from April 2018 to February 2020, and as
IGT Senior Vice President of Global Digital Products from 2015 to 2018.
Previously from 2012 to 2015 he was GTECH Senior Vice President of iGaming. He
also served as President of Lottomatica Betting and Interactive from 2010 to
2012. Mr. Monteverdi holds an MBA from SDA Bocconi in Milan, Italy, a Law Degree
from Università Degli Studi in Milan, Italy and a specialization in Marketing
from Stanford Graduate Business School.
In connection with Mr. Ciavarella's appointment as the Executive Chairman, the
Company entered into an amendment, dated December 30, 2020 (the "Amendment"), to
that certain employment agreement, dated December 31, 2018, as amended on July
5, 2019, by and between the Company and Mr. Ciavarella. Pursuant to the
Amendment, Mr. Ciavarella's: (i) position at the Company was changed to
Executive Chairman; (ii) term of employment was extended three years to December
31, 2024; and (iii) base salary was increased to $500,000. The Amendment further
provides that in lieu of cash, and to the extent shares are then available for
grant under the Company's 2018 Equity Incentive Plan, as amended (the "Plan"),
Mr. Ciavarella may elect to receive, as of the first business day in January of
each year of employment, up to 50% of his base salary as a restricted stock
grant of shares of the Company's common stock under the Plan, vesting monthly
over a 12-month period. For the year ended December 31, 2021, Mr. Ciavarella has
agreed to receive $140,000 of his base salary as a restricted stock grant.
There are no familial relationships between or among Mr. Ciavarella, Mr.
Monteverdi or any other executive officer or director of the Company.
The foregoing description of the Amendment is a summary only and is qualified in
its entirety by reference to the Amendment, which is attached hereto as Exhibit
10.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description
10.1 Amendment, dated December 30, 2020, to the Employment Agreement
between Elys Gaming Technology, Corp. and Michele Ciavarella.
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