Business Context and Reporting Period
This Form 8-K Current Report was filed by Super League Gaming, Inc. (SLGG) on January 7, 2022, covering events occurring on January 5, 2022. The filing discloses the execution of new executive employment agreements and the amendment of an existing agreement for key officers. The company is an emerging growth company incorporated in Delaware with its principal executive offices in Santa Monica, California.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation terms.
Material Changes and Executive Compensation
On January 5, 2022, the Company entered into new employment agreements with four executive officers and amended the agreement for a fifth. The material terms are summarized below:
- Ann Hand (CEO, President, Chair):
- Term: Through December 31, 2024, with automatic one-year renewals.
- Base Salary: $425,000 annually.
- Equity: 900,000 Performance Stock Units (PSUs) vesting based on 60-day VWAP targets ranging from $4.75 to $9.00.
- Severance: Upon termination without Cause or resignation for Good Reason, she receives the greater of 18 months' salary or the remainder of the term, plus immediate vesting of 270,000 PSUs and time-based awards set to vest over the next 18 months.
- Clayton Haynes (CFO):
- Term: Three years, with automatic one-year renewals.
- Base Salary: $310,000 annually.
- Equity: 150,000 PSUs with vesting targets identical to the CEO's ($4.75 to $9.00).
- Severance: Six months' base salary upon termination without Cause or resignation for Good Reason.
- David Steigelfest (Chief Platform Officer):
- Term: Three years, with automatic one-year renewals.
- Base Salary: $330,000 annually.
- Equity: 150,000 PSUs with vesting targets identical to the CEO's.
- Severance: 12 months' base salary upon termination without Cause or resignation for Good Reason.
- Matt Edelman (Chief Commercial Officer):
- Term: Three years, with automatic one-year renewals.
- Base Salary: $330,000 annually.
- Equity: 150,000 PSUs with vesting targets identical to the CEO's.
- Severance: Six months' base salary upon termination without Cause or resignation for Good Reason.
- Michael Wann (Chief Strategy Officer, EVP of Sales):
- Term: Three years, with automatic one-year renewals.
- Base Salary: $330,000 annually.
- Equity: No new grant in this agreement; retains 120,000 options granted on June 1, 2021.
- Severance: Tiered cash payment ranging from 3 to 12 months' base salary depending on the timing of termination relative to the agreement anniversary.
All agreements include Change-in-Control provisions that trigger immediate full vesting of all awards.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary regarding business operations. The primary risk disclosed relates to the potential dilution of shareholders due to the grant of 1,350,000 new PSUs to executives and the significant cash severance obligations triggered by involuntary terminations or resignations for Good Reason.
Investor Verification Checklist
- Verify the current trading price of SLGG common stock against the PSU vesting thresholds ($4.75 to $9.00) to assess the likelihood of equity vesting.
- Review the full text of Exhibits 10.1 through 10.5 for specific definitions of "Cause" and "Good Reason" which determine severance eligibility.
- Assess the total potential cash liability for severance if multiple executives were to depart simultaneously under qualifying conditions.
- Confirm the total outstanding equity pool under the 2014 Plan to understand the dilution impact of the new PSU grants.