Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
March 11, 2022, Daniel Marks submitted his resignation from his position as member of the board of directors (the “Board”)
and Chief Financial Officer of Esports Entertainment Group, Inc. (the “Company”), effective April 2, 2022. Mr. Marks did
not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On
March 14, 2022, the Board appointed Damian Mathews, a current member of the Board, to serve as the Company’s Chief Financial Officer
(the “Appointment”), effective April 2, 2022 (the “Effective Date”).
Damian
Mathews, 49, CFO
Mr.
Mathews combines over 25 years of experience in senior finance positions within investment management, banking and accounting. Previously,
he had been involved with the Qatar and Abu Dhabi Investment Company (a sovereign wealth fund owned investment company) as Chief Financial
Officer from 2014 to 2020. From 2012 to 2014 he was a director of his own consultancy business, NZ Pacific Investments, in New Zealand.
From 2009 to 2012 he held senior management positions including General Manager Finance (New Zealand); Head of Finance and Operations
Americas (United States); and Head of Change Management (Australia) at Commonwealth Bank of Australia Group. From 2007 to 2008 Damian
was a Director in Product Control at ABN Amro bank in London. From 2002 to 2006 he held various senior financial controller positions
at Royal Bank of Scotland Group in London. From 1998 to 2002 he was an Assistant Vice President at Credit Suisse First Boston investment
bank in London and the Bahamas. From 1994 to 1998, he was an Assistant Manager at KPMG accountants in London. He has a joint honors undergraduate
degree in Economics and Politics from the University of Bristol in the United Kingdom and is a fellow of the Institute of Chartered Accountants
in England and Wales.
The
Board believes that Mr. Mathews’ experience in the finance industry makes him ideally qualified to help lead the Company towards
continued growth and success.
Compensatory
Arrangements
In
connection with the Appointment, the Company and Deel, Inc. entered into that certain master services agreement (the “Master Services
Agreement”) whereby Mr. Mathews was hired to serve as a consultant to the Company, effective April 2, 2022.
The
Master Services Agreement is for one year and may be terminated with or without cause, provided that, on such first anniversary
of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”),
the Master Services Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive
periods of one year, unless either party provides written notice of intent not to extend the term of the Master Services Agreement
at least 30 days prior to the Renewal Date.
Pursuant to the Master Services Agreement,
Mr. Mathews will receive an annual base salary of $300,000. Mr. Mathews shall be eligible to earn a performance bonus in such
amount, if any, as determined in the sole discretion of the Board and will be eligible to participate in all of the Company’s
benefit programs.
Item
5.02 of this Current Report on Form 8-K contains only a brief description of the material
terms of and does not purport to be a complete description of the rights and obligations
of the parties to the Master Services Agreement, and such description is qualified
in its entirety by reference to the full text of the Master Services Agreement, which
will be filed as an exhibit to the Company’s Form 10-Q for the quarter ending March
31, 2022.