DEF 14A of GameStop Corp.
Filed May 22, 2026 · FY20250001193125-26-235130
Notice of Annual Meeting of Stockholders
| Mr. Cohen is Uniquely Positioned to Lead GameStop’s Transformation, with a History of High-Growth Success and Stockholder Value Creation | 45 | | GameStop has Benefited from Mr. Cohen’s Leadership, and His Continued Absolute Alignment is Critical to Sustaining GameStop’s Go Forward Momentum | 45 | | Ensuring Mr. Cohen’s Continued Services to GameStop | 45 | | Market Capitalization Hurdles with Cumulative Performance EBITDA Hurdles Create Real Value for Stockholders | 46 | | Illustration of Potential Value of Proposed CEO Performance Award | 47 | | Background of the CEO Performance Award | 48 | | Overview | 48 | | The Compensation Committee Retains Independent External Advisors | 49 | | The Compensation Committee’s Process | 50 | | The Compensation Committee’s Negotiations with Mr. Cohen | 50 | | Alternatives Considered by the Compensation Committee | 52 | | Recommendations of the Compensation Committee and the Board | 52 | | Key Terms of the Proposed CEO Performance Award | 53 | | Equity Type | 53 | | Number of Options Underlying CEO Performance Award | 53 | | Exercise Price | 53 | | Expiration Date | 53 | | Term | 53 | | Performance Hurdles | 53 | | Market Capitalization Hurdles | 53 | | Cumulative Performance EBITDA Hurdles | 53 | | Vesting of Options | 54 | | Forfeiture | 54 | | Effect of Good Leaver Termination (a Termination of Mr. Cohen’s Eligible Service without Cause or due to Disability; Death; or Mr. Cohen’s Resignation for Good Reason) | 54 | | Change in Control of GameStop | 54 | | Expiration of Options | 55 | | Post-Exercise Holding Period | 55 | | Payment of Exercise Price | 55 | | Payment of Taxes and Tax Withholdings | 55 | | Clawback | 55 | | Market Capitalization Hurdle and Performance EBITDA Hurdle Adjustments | 56 | | Stockholder Approval | 56 | | Covenants | 56 | | Payment of HSR and Legal Fees | 56 | | HSR Filing Fee | 56 | | Legal Fees | 56 | | Other Details Regarding the Proposed CEO Performance Award | 56 | | Administration | 56 | | Limited Pledging | 56 | | Non-transferability | 56 | | The Compensation Committee’s Assessment of the CEO Performance Award | 57 | | Preference for Business and Shareholder Alignment Over Institutional Benchmarking | 57 | | Risk Assessment of the CEO Performance Award | 58 | | Certain Additional Considerations and Risks Associated with Approval of the CEO Performance Award | 58 | | Practical Implications of the CEO Performance Award | 61 | | Potential Value that Could be Realized Under the CEO Performance Award | 61 |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
Director Nomination Process
Director Nomination Process The Board has nominated each of the five individuals identified below under “The Director Nominees” to stand for election at the annual meeting. Each of the nominees is currently a director of the Company. Each director elected at the annual meeting will hold office for a term expiring at the 2027 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. Each of the nominees identified in this Proxy Statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected by the stockholders. We have no reason to believe that any of the nominees will be unable to serve as a director. However, should any nominee be unable to serve if elected, the Board may reduce the number of directors or recommend a substitute nominee. The shares represented by all valid proxies may be voted for the election of a substitute if one is nominated by the Board.
The Director Nominees
The Director Nominees The following table sets forth the names and ages of the individuals nominated by the Board for election at the annual meeting, the years they first became a director, the positions, if any, they hold with the Company, and the standing committees of the Board, if any, on which they serve as of May 20, 2026:
The Director Nominees
| Name | Age | Director Since | Position with the Company | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Ryan Cohen(1) | 40 | 2021 | President, Chief Executive Officer and Chairman | | | | | Alain (Alan) Attal | 56 | 2021 | Lead Independent Director | X | X(2) | X(2) | | Lawrence (Larry) Cheng | 50 | 2021 | Director | X | X | X | | James (Jim) Grube | 55 | 2021 | Director | X(2) | X | | | Nathaniel (Nat) Turner | 40 | 2024 | Director | | | |
The Director Nominees
| (1) Chair of the Board of Directors and Sole Employee-Director |
The Director Nominees
| (2) Committee Chair |
Director Nominee Qualifications and Experience
Director Nominee Qualifications and Experience Our business is managed under the direction of the Board, and we strive to maintain a board with a mix of skills and experiences that, taken together, provide us with the variety and depth of knowledge necessary for effective oversight, direction and vision. The following matrix presents qualifications and experiences the Board considered in recommending each director nominee for election:
Director Nominee Qualifications and Experience
| Qualifications and Experience | Ryan Cohen | Alan Attal | Larry Cheng | Jim Grube | Nat Turner | | Business experience in a senior leadership position provides the perspective and practical understanding of leading a business organization | ● | ● | ● | ● | ● | | Finance experience gained from experience as a chief executive officer, finance or accounting executive, or audit committee member is important because effective financial planning, accurate financial reporting and effective internal controls are critical to our success | ● | ● | ● | ● | ● | | Marketing or brand management experience is valuable because of the strategic importance of consumer positioning and brand management in the retail e-commerce business | ● | ● | | | ● | | Retail experience provides an understanding of strategic and operational issues facing retail e-commerce companies | ● | ● | ● | ● | ● | | Ecommerce experience helps guide our strategic emphasis on online and mobile channels and building a superior customer experience | ● | ● | ● | ● | ● |
Director Nominee Qualifications and Experience
| | 2026 Proxy Statement | 7 |
Biographies of Director Nominees
Biographies of Director Nominees The biographies describe each director nominee’s qualifications and relevant experience. The biographies include key qualifications, skills and attributes most relevant to the decision to nominate candidates to serve on the Board.
Biographies of Director Nominees
| RYAN COHEN - President, Chief Executive Officer and Chairman of the Board | | | Director Since: 2021 | Age: 40 | | Other Public Company Directorships: | • None | | GameStop Committees: | • None |
Biographies of Director Nominees
Ryan Cohen has been a member of the Board since January 2021. He was elected Chairman of the Board in June 2021 and appointed Chief Executive Officer in September 2023. Mr. Cohen is also a sizable stockholder of the Company. Mr. Cohen previously founded and served as the Chief Executive Officer of Chewy, Inc. (NYSE: CHWY), where he oversaw the company’s growth and ascension to market leadership in the pet industry. Mr. Cohen led Chewy through its successful sale to PetSmart Inc. prior to stepping down in 2018. Director Qualifications: In addition to his ownership perspective, Mr. Cohen brings to the Board his demonstrated leadership experience as a successful entrepreneur and investor and his extensive experience in retail, technology and consumer marketing verticals, having overseen merchandising, marketing, supply chain, ecommerce and business development.
Biographies of Director Nominees
| ALAN ATTAL - Lead Independent Director | | | Director Since: 2021 | Age: 56 | | Other Public Company Directorships: | • None | | GameStop Committees: | • Audit Committee | | | • Compensation Committee, Chair | | | • Nominating and Corporate Governance Committee, Chair |
Biographies of Director Nominees
Mr. Attal is an ecommerce executive and entrepreneur with more than two decades of experience building and managing businesses. From 2017 through 2018, Mr. Attal served as the Chief Marketing Officer of Chewy, Inc. (NYSE: CHWY) and oversaw an annual acquisition budget of more than $300 million, which was allocated to broadcast, direct mail and digital advertising and engagement initiatives. From 2011 through early 2017, he served as Chewy’s Chief Operating Officer and oversaw its expansion from three people to more than 10,000 employees and $3 billion in revenues. Director Qualifications: Mr. Attal brings to the Board more than two decades of experience building and managing businesses, having served in senior management positions overseeing marketing and operations.
Biographies of Director Nominees
| LARRY CHENG - Independent Director | | | Director Since: 2021 | Age: 50 | | Other Public Company Directorships: | • Grove Collaborative Holdings, Inc. | | GameStop Committees: | • Compensation Committee | | | • Nominating and Corporate Governance Committee |
Biographies of Director Nominees
Larry Cheng is Co-Founder and Managing Partner of Volition Capital, LLC, a leading growth equity investment firm based in Boston, Massachusetts and the first investor in Chewy, Inc. (NYSE: CHWY). He has more than two decades of venture capital and growth equity investing experience based on time at Volition Capital, Fidelity Ventures, Battery Ventures, and Bessemer Venture Partners. He presently leads the Internet and Consumer team at Volition Capital, focusing on disruptive companies in ecommerce, internet services, consumer brands, and digital media and gaming. He received his bachelor’s degree from Harvard College where he concentrated in Psychology.
Biographies of Director Nominees
| 8 | 2026 Proxy Statement | |
Biographies of Director Nominees
Director Qualifications: Mr. Cheng brings to the Board significant experience in capital allocation and deployment, finance, ecommerce, internet services, consumer brands, digital media and gaming.
Biographies of Director Nominees
| JIM GRUBE - Independent Director | | | Director Since: 2021 | Age: 55 | | Other Public Company Directorships: | • None | | GameStop Committees: | • Audit Committee, Chair | | | • Compensation Committee |
Biographies of Director Nominees
Mr. Grube is a business and finance executive with more than two decades of corporate experience. He was most recently the Chief Financial Officer of Rad Power Bikes, a global e-bike mobility company. He previously served as the Chief Financial Officer of Vacasa (NASDAQ: VCSA) from 2019 through 2020, a North American vacation rental management company, and as Chief Financial Officer of Chewy, Inc (NYSE: CHWY) from 2015 through 2018. He was formerly Senior Vice President of Finance at Hilton (NYSE: HLT) from 2009 through 2015 and a Director of Finance at Amazon (NASDAQ: AMZN) from 2007 through 2009. He has a bachelor’s degree in Industrial Engineering from Purdue University and received his master’s degree from the Massachusetts Institute of Technology. Mr. Grube also serves as an independent board member and the Audit Committee Chair of UK-based Job&Talent, an independent board member of Miami-based Carewell, and a director and finance committee member of the Oregon-based non-profit Friends of the Columbia Gorge. In his chief financial officer and audit committee chair roles, Mr. Grube has overseen company cybersecurity readiness assessments, risk reviews, and control effectiveness. Director Qualifications: Mr. Grube brings to the Board more than two decades of corporate experience, having served in senior management positions overseeing finance, accounting, treasury, tax, and procurement.
Biographies of Director Nominees
| NAT TURNER - Non-Independent Director | | | Director Since: 2024 | Age: 40 | | Other Public Company Directorships: | • None | | GameStop Committees: | • None |
Biographies of Director Nominees
Nathaniel Turner is a seasoned entrepreneur and business leader. Mr. Turner is currently the Chairman and Chief Executive Officer of Collectors Holdings, Inc., a holding company focused on the collectibles industry. Prior to joining Collectors Holdings, Inc., Mr. Turner co-founded, and was the Chief Executive Officer of, Flatiron Health, Inc., a technology company focused on the oncology industry. He also co-founded and led Invite Media, an advertising technology company. Mr. Turner is an active angel investor and has invested in many startups both personally and through Operator Partners LLC, a venture capital investment firm that invests in early-stage technology companies and founders. Mr. Turner earned a Bachelor of Science degree in economics from the Wharton School at the University of Pennsylvania. Director Qualifications: Mr. Turner brings to the Board extensive leadership and entrepreneurial experience, having founded several companies, and significant experience in retail, internet services and ecommerce. THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR ALL OF THE BOARD’S FIVE NOMINEES. PROXIES SOLICITED BY THIS PROXY STATEMENT WILL BE VOTED FOR ALL FIVE NOMINEES UNLESS A VOTE AGAINST A NOMINEE OR ABSTENTION IS SPECIFICALLY INDICATED.
Majority Voting in the Election of Directors
Majority Voting in the Election of Directors Directors must be elected by a majority of the votes cast in elections for which the number of nominees for election does not exceed the number of directors to be elected. A plurality vote standard applies to contested elections where the number of nominees exceeds the number of directors to be elected. Our Bylaws provide that any incumbent director who does not receive a majority of the votes cast in an uncontested election is required to tender his or her resignation for consideration by our Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The director who tenders his or her resignation will not participate in the Nominating and Corporate Governance Committee’s or the Board’s decision. In determining its recommendation to the Board, the Nominating and Corporate Governance Committee will consider all factors that it deems relevant. Following such determination, we will promptly publicly disclose the Board’s decision, including, if applicable, the reasons for rejecting the tendered resignation.
Director Compensation
Director Compensation Historically, each non-employee director (other than Mr. Cohen) elected at the annual meeting received a restricted stock unit (“RSU”) award with respect to a number of shares determined by dividing $200,000 by the average closing price of our common stock for the 30 trading days immediately preceding the annual meeting. Such RSUs vested upon the earlier of the next regularly scheduled annual meeting following the award date or the grantee’s death. One share of common stock was distributed in respect of each vested RSU within 60 days following the relevant vesting date or event. Under this structure, no cash compensation was paid to our non-employee directors. Commencing with the 2024 annual meeting, the Board eliminated all compensation for non-employee directors, including for services as committee chairpersons, Lead Independent Director or Chair of the Board. The Board believes that this new policy is consistent with the Company’s philosophy of creating an ownership mentality, encouraging investment by directors in the Company, and aligning the interests of our directors with our stockholders. Under the current policy, our directors are only compensated to the extent their own investment in the Company appreciates, uniquely situating our directors to drive stockholder value. Because the Board believes that it is important for each director to have a financial stake in the Company to help align the director’s interests with those of our stockholders, we require our directors to maintain a certain level of ownership of common stock and the Board’s equity ownership policy described above remains in full force and effect. For a description of the equity ownership policy, see “Corporate Governance-Equity Ownership Policy” above. Directors who are also executive officers (presently, Mr. Cohen) do not receive additional compensation for their services as directors. The following table provides information regarding compensation of our current non-employee directors for fiscal 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards | Total | | Current Non-Employee Directors: | | | | | Alan Attal | $— | $— | $— | | Jim Grube | — | — | — | | Larry Cheng | — | — | — | | Nat Turner | — | — | — |
Director Compensation
We have reimbursed and will continue to reimburse our directors for reasonable expenses incurred in connection with their attendance at Board and committee meetings.
Director Compensation
| 16 | 2026 Proxy Statement | |
Compensation Philosophy
| • | The primary compensation opportunities we offer should align the long-term interests of our employees with those of our stockholders, encourage long-term strategic thinking, and motivate and reward executives for achieving go-forward business strategies and maximizing stockholder value. Therefore, a substantial portion of management’s compensation will be in the form of long-term equity compensation. |
Compensation Philosophy
| • | To retain and motivate talent, we offer performance-based equity incentive compensation that focuses on aligning employees’ compensation with annual, objective financial goals. Accordingly, management may be entitled to receive short-term incentive compensation if specified annual, objective financial goals are achieved by the Company. If earned, such incentive compensation is paid in equity-based awards that vest over time, ensuring that management continues to be focused on long-term stockholder value creation. |
Compensation Philosophy
| • | Special Bonuses. NEOs receive a cash bonus typically paid during their first two years of employment to maintain targeted amounts of cash compensation in the near-term while their equity vesting schedule ramps up over time. In addition, cash bonuses may be granted in connection with a NEOs’ promotion or in recognition of their services and contributions to the Company. |
Compensation Philosophy
| • | Long-Term Equity Incentives. The primary component of a NEO’s total compensation is equity compensation issued in the form of time-vested restricted stock units. Accordingly, NEOs receive sizable stock-based awards at the time of hire and are |
Compensation Philosophy
| also eligible for stock-based awards on a periodic basis. Because our compensation program is designed to reward long-term performance and operate over a period of years, NEOs typically receive stock-based awards that vest over a number of years. Annual total compensation as reported in the SCT below includes the entire fair value as of the grant date of a stock award granted in that year, without regard to the fact that the grant vests over a number of years. As a result, our NEO’s total compensation as reported will be higher in years in which they receive a grant compared to years in which they do not receive a grant. While the long-term equity incentives do not vest based on performance targets, due to the structure of our compensation plan, executive interests are directly linked with long-term stockholder performance. |
Compensation Philosophy
| • | Performance-Based Equity Incentives. To retain and motivate management to drive performance over annual periods, the Company offers performance-based equity incentive compensation based on the achievement of objective financial goals that, if such performance goals are achieved, are paid in equity-based awards and typically vest over time frames ranging from one to two years. These annual, objective financial goals are selected in order to motivate our executives to focus on achievement of our key short-term financial criteria, specifically emphasizing profitability and growth. By paying these incentives in equity-based awards that vest over time, we ensure that management continues to be focused on long-term stockholder value creation. |
Compensation Philosophy
| • | Limited Severance Benefits. All of our NEOs are employed on an at-will basis. We no longer offer employment agreements and provide severance benefits only in very limited circumstances. |
Special Bonuses
Special Bonuses Following their hire date, NEOs receive a one-time cash bonus that pays out over time and is intended to maintain targeted amounts of cash total compensation in the near-term while their equity vesting schedule ramps up over time. These bonuses are paid in bi-weekly installments beginning on the hire date and typically decrease over time. While most new hire bonuses span the first two years from hire, they can bridge into subsequent years to address various pay factors as outlined in the Compensation Determination Process section. Given the tenure of our NEOs, no new hire bonuses have been paid in the last two fiscal years. We also grant special cash bonuses in recognition of promotions or executive contributions. In recognition of his service and contributions to the Company, Mr. Moore’s compensation was increased in 2025, with a goal of bringing Mr. Moore’s compensation in-line with Mr. Robinson’s. As part of that process, Mr. Moore was awarded a one-time special cash bonus of $80,000, which was paid in August 2025. No NEOs are scheduled to have any special cash bonuses paid in fiscal 2026. Mr. Cohen has declined all forms of cash bonuses.
Long-Term Equity Incentives
Long-Term Equity Incentives The primary component of a NEO’s total compensation is equity-based compensation issued in the form of time-vested RSUs vesting over a number of years. In fiscal 2024 and fiscal 2025, we granted time-vested RSUs to each of Mr. Moore and Mr. Robinson. The RSUs granted to Mr. Moore in fiscal 2024 were granted in connection with his promotion to principal financial and accounting officer and in recognition of his service and contributions to the Company. The RSUs granted to Mr. Robinson in fiscal 2024 were in recognition of his service and contributions to the Company. The RSUs granted to Mr. Moore in fiscal 2025 were to increase his total intended compensation, replace long-term incentive awards that expired in fiscal 2025 and to equitably adjust the existing awards to account for the Company’s warrant dividend. The RSUs granted to Mr. Robinson in fiscal 2025 were to replace long-term incentive awards that expired in fiscal 2025, to equitably adjust the awards to account for the Company’s warrant dividend and in recognition of his service and contributions to the Company. The Company’s goal in these award changes was to provide Mr. Moore and Mr. Robinson with a similar, and market competitive total pay structure. After giving effect to the changes, Mr. Moore and Mr. Robinson both have awards that vest approximately the same number of shares quarterly starting in fiscal 2026 and continuing through July 2027, with a targeted initial annual value of $1,250,000 (and an actual value as of January 30, 2026 of $1.235 million). The service requirements otherwise applicable to these awards may be waived in certain scenarios; see “Offer Letters and Severance/Change in Control Benefits” elsewhere in this Proxy Statement.
Long-Term Equity Incentives
| | 2026 Proxy Statement | 23 |
Long-Term Equity Incentives
Historically, Mr. Cohen has declined equity-based compensation; however, as described in more detail in Proposal 4, the Compensation Committee designed and granted the CEO Performance Award to further align Mr. Cohen’s incentives with maximum stockholder value creation. The CEO Performance Award is subject to approval by our stockholders and will be forfeited if not approved. Because the CEO Performance Award has not been accounted for in the Company’s financial statements and will be forfeited if not approved by our stockholders, in accordance with SEC guidance, the CEO Performance Award is not reported in this year’s Summary Compensation Table and we have excluded it from the table below.
Performance Equity Incentives
Performance Equity Incentives On September 5, 2024, the Compensation Committee approved performance awards for Mr. Moore and Mr. Robinson for fiscal 2024 and fiscal 2025 (“STI”). Subject to Mr. Moore and Mr. Robinson’s continued employment, Mr. Moore and Mr. Robinson were eligible to receive the performance awards if the Company achieved $50 million in operating profit (excluding royalties) for the Company’s United States geographic segment for each such fiscal year (“adjusted U.S. Operating Income”).(1) To the extent such performance goals were achieved for a given fiscal year, on April 1 following the end of the applicable fiscal year, Mr. Moore and Mr. Robinson would receive a RSU award with grant date value equal to $500,000, which would vest in equal quarterly parts on the grant date and the following July 1, October 1 and January 1. The performance criteria was not achieved for fiscal 2024 and, therefore, no RSUs were granted on April 1, 2025 with respect to the applicable portion of the STI award. The performance criteria was achieved for fiscal 2025 and, therefore, each of Mr. Moore and Mr. Robinson were granted RSUs on April 1, 2026, which vest in equal quarterly parts on the grant date and the following July 1, October 1 and January 1.
Target Total Compensation Summary
| • | Reward Executives Who Believe in the Company to Achieve Go-Forward Business Strategy: By awarding one-time, new hire RSU grants, our executive team has the potential for significant rewards through this program, but only to the extent the team executes on our long-range business and strategic objectives that result in share price appreciation. Any decrease in stock price will erode the realizable value that could be earned by our executives upon vesting. The structure of this Long-Term Incentive program ensures that we attract and retain executives who are willing to tie the vast majority of their compensation to stockholder value creation, given their belief in our long-term business strategy. |
Target Total Compensation Summary
| • | Retain and Motivate Executives Who Believe in the Company: Periodically providing our executive team with short-term equity incentives encourages achievement of specific one-year financial and management goals. These short-term equity incentives also align executives’ compensation with the Company’s financial performance and strategic initiatives. |
Offer Letters and Severance/Change in Control Benefits
Offer Letters and Severance/Change in Control Benefits We have issued offer letters or continuing employment letters to the NEOs (other than Mr. Cohen) detailing the terms of each NEO’s employment (the “Offer Letters”). The employment of all of our NEOs is “at will” and may be terminated by the Company or the executive at any time, and each executive is restricted from competing with us for a period of time after termination of employment regardless of the reason for the termination. Under the terms of the Offer Letters, each executive is entitled to all benefits afforded to management personnel or as determined by the Board, including, but not limited to, insurance programs, vacation, sick leave and 401(k) benefits. Mr. Moore and Mr. Robinson’s Offer Letters also provide for severance payments and equity and bonus vesting protections upon their respective termination of employment without cause to provide them with a guaranteed level of financial protection upon loss of employment, which we consider to be competitive with severance provisions being offered currently in the market. Additional details regarding these payments and benefits and their estimated value upon a hypothetical termination for each of the NEOs and a change in control of our Company, in each case, as of the end of fiscal 2025 are detailed in “Offer Letters and Potential Payments upon Termination or Change in Control” below.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation earned by our NEOs during the fiscal years indicated. The titles shown in the following table reflect the executives’ current roles.
Summary Compensation Table
| Name | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation | All Other Compensation(4) | Total | | Ryan Cohen | 2025 | $— | $— | $— | $— | $1,760,467 | $1,760,467 | | Chief Executive Officer | 2024 | $— | $— | $— | $— | $268,553 | $268,553 | | | 2023 | $— | $— | $— | $— | $— | $— | | Dan Moore | 2025 | $200,000 | $80,000 | $2,086,562 | $— | $— | $2,366,562 | | Principal Financial and Accounting Officer | 2024 | $192,615 | $28,877 | $607,723 | $— | $— | $829,215 | | | 2023 | $166,154 | $105,000 | $166,219 | $— | $6,557 | $443,930 | | Mark Robinson | 2025 | $200,000 | $— | $2,409,200 | $— | $— | $2,609,200 | | General Counsel and Secretary | 2024 | $200,000 | $— | $274,151 | $— | $— | $474,151 | | | 2023 | $193,846 | $76,154 | $225,990 | $60,000 | $7,657 | $563,647 |
Summary Compensation Table
| (1) Effective as of April 4, 2024, Mr. Moore’s salary increased from $170,000 to $200,000 in connection with his promotion to Principal Financial and Accounting Officer. |
Summary Compensation Table
| (2) The bonus in 2023 for Mr. Moore includes $80,000 in new hire bonuses, with the remaining bonus attributed to a $25,000 spot bonus in recognition of his service and contributions to the Company. The bonus amount in 2023 for Mr. Robinson was composed of a $76,154 bonus attributed to his adoption of the new compensation program beginning in July 2021. The bonus in 2024 for Mr. Moore was issued in connection with Mr. Moore’s promotion to Principal Financial Officer in order to maintain Mr. Moore’s target total compensation near-term while his new equity vesting schedule ramped up over time. The bonus in 2025 for Mr. Moore was granted in recognition of his service and contributions to the Company with a goal of bringing Mr. Moore’s compensation in-line with Mr. Robinson’s. |
Summary Compensation Table
| (3) Reflects the grant date fair value for the designated fiscal years for the restricted stock awards in accordance with ASC 718 based on the common stock price on the date of grant. For a description of the assumptions applied in these calculations, see Note 18 to our consolidated financial statements for the year ended January 31, 2026 (which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2026). In accordance with SEC rules and guidance, the 2025 “Stock Awards” column for Mr. Moore and Mr. Robinson do not include the RSUs that were granted to Mr. Moore and Mr. Robinson on April 1, 2026 in connection with the Company’s achievement of the performance criteria for fiscal 2025 performance program. |
Summary Compensation Table
| (4) The amounts reported in the “All Other Compensation” column in fiscal 2024 and fiscal 2025 for Mr. Cohen represent the incremental costs to the Company for the executive protection program maintained for Mr. Cohen to mitigate operational risks to the business. |
Summary Compensation Table
| | 2026 Proxy Statement | 27 |
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025 The following table shows all grants of plan-based awards, which consisted of grants of time-vested restricted stock units made in fiscal 2025.
Grants of Plan-Based Awards in Fiscal 2025
| Name | Grant Date | Equity Incentive Plan Awards: Number of Shares of Stock or Units(1) | Grant Date Fair Value of Stock Awards(2) | | Ryan Cohen(3) | — | — | $— | | Dan Moore(4) | 7/1/2025 | 19,843 | $469,882 | | Dan Moore(5) | 8/11/2025 | 72,141 | $1,616,680 | | Dan Moore(6) | 12/23/25 | 1,081 | $23,112 | | Mark Robinson(7) | 7/1/2025 | 92,409 | $2,188,245 | | Mark Robinson(8) | 12/9/2025 | 9,561 | $220,955 | | Mark Robinson(9) | 12/23/25 | 967 | $20,674 |
Grants of Plan-Based Awards in Fiscal 2025
| (1) Equity Incentive Plan Awards consist of restricted stock units. For additional information on these grants, refer to the discussion under “Long-Term Equity Incentives” in the Compensation Discussion and Analysis above. |
Grants of Plan-Based Awards in Fiscal 2025
| (2) The grant date fair value of each equity award was computed in accordance with ASC 718 based on the closing price of common stock on the grant date. |
Grants of Plan-Based Awards in Fiscal 2025
| (3) No awards were granted to Mr. Cohen in fiscal 2025. |
Grants of Plan-Based Awards in Fiscal 2025
| (4) This award was granted to Mr. Moore to replace long-term incentive awards that expired in fiscal 2025 and vests in 7 equal tranches every 3 months beginning on January 1, 2026 and ending on July 1, 2027. |
Grants of Plan-Based Awards in Fiscal 2025
| (5) This award was granted to Mr. Moore in recognition of his service and contributions to the Company and vests in 8 equal tranches every 3 months beginning on September 1, 2025 and ending on July 1, 2027. |
Grants of Plan-Based Awards in Fiscal 2025
| (6) This award was granted to Mr. Moore to equitably adjust Mr. Moore’s awards granted on July 1, 2024, July 1, 2025 and August 11, 2025 to account for the Company’s distribution of warrants to our stockholders and convertible noteholders on October 7, 2025 and vests in 7 equal tranches every 3 months beginning on January 1, 2026 and ending on July 1, 2027. |
Grants of Plan-Based Awards in Fiscal 2025
| (7) This award was granted to Mr. Robinson to replace long-term incentive awards that expired in fiscal 2025 and vests in 8 equal tranches every 3 months beginning on October 1, 2025 and ending on July 1, 2027. |
Grants of Plan-Based Awards in Fiscal 2025
| (8) This award was granted to Mr. Robinson in recognition of his service and contributions to the Company and vests in 7 equal tranches every 3 months beginning on January 1, 2026 and ending on July 1, 2027. |
Grants of Plan-Based Awards in Fiscal 2025
| (9) This award was granted to Mr. Robinson to equitably adjust Mr. Robinson’s award granted on July 1, 2025 to account for the Company’s distribution of warrants to our stockholders and convertible noteholders on October 7, 2025 and vests in 7 equal tranches every 3 months beginning on January 1, 2026 and ending on July 1, 2027. |
Grants of Plan-Based Awards in Fiscal 2025
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Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following table provides information for the NEOs regarding outstanding equity awards held as of January 31, 2026. In accordance with SEC rules, the year-end values in the table for the market value of shares that have not vested have been calculated based on the $23.88 per share closing price of common stock on January 30, 2026 (the last trading date of the fiscal year).
Outstanding Equity Awards at Fiscal 2025 Year-End
| | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ryan Cohen | — | — | $— | — | $— | | Dan Moore (2) | 7/1/2024 | 10,578 | $252,603 | — | $— | | Dan Moore (3) | 7/1/2025 | 17,009 | $406,175 | — | $— | | Dan Moore (4) | 8/11/2025 | 50,016 | $1,194,382 | — | $— | | Mark Robinson (5) | 7/1/2024 | 69,411 | $1,657,535 | — | $— | | Mark Robinson (6) | 12/9/2025 | 8,192 | $195,625 | — | $— |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (1) Represents unvested restricted stock units outstanding as of January 31, 2026. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (2) Mr. Moore’s July 1, 2024 award vests in 12 equal tranches every 3 months beginning on October 1, 2024 and ending on July 1, 2027. The amount in the table reflects the final 6 tranches of this award. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (3) Mr. Moore’s July 1, 2025 award vests in 7 equal tranches every 3 months beginning on January 1, 2026 and ending on July 1, 2027. The amount in the table reflects the final 6 tranches of this award. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (4) Mr. Moore’s August 11, 2025 award vests in 8 tranches every 3 months beginning on September 1, 2025 and ending on July 1, 2027. The amount in the table reflects the final 6 tranches of this award and also includes 927 RSUs that were granted to Mr. Moore in connection with the distribution of warrants to our stockholders and convertible noteholders on October 7, 2025 and pursuant to the anti-dilution provisions of the 2022 Plan, which has the same vesting schedule as the final 6 tranches of the August 11, 2025 RSUs. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (5) Mr. Robinson’s July 1, 2025 award vests in 8 equal tranches every 3 months beginning on October 1, 2025 and ending on July 1, 2027. The amount in the table reflects the final 6 tranches of this award and also includes 829 RSUs that were granted to Mr. Robinson in connection with the distribution of warrants to our stockholders and convertible noteholders on October 7, 2025 and pursuant to the anti-dilution provisions of the 2022 Plan, which has the same vesting schedule as the final 6 tranches of the July 1, 2025 RSUs. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (6) Mr. Robinson’s December 9, 2025 award vests in 7 equal tranches every 3 months beginning on January 1, 2026 and ending on July 1, 2027. |
Stock Vested and Option Exercises
Stock Vested and Option Exercises The following table provides information for the executive officers named in the SCT regarding shares acquired upon vesting of stock awards during fiscal 2025 by those executive officers. There are no outstanding options in fiscal 2025.
Stock Vested and Option Exercises
| Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | Ryan Cohen | — | $— | | Dan Moore | 41,316 | $976,470 | | Mark Robinson | 48,803 | $1,129,718 |
Stock Vested and Option Exercises
| (1) The value realized on vesting was our closing stock price on the vesting date multiplied by the number of shares vested. All amounts are shown prior to the surrender of shares to cover withholding taxes in connection with the vesting of the shares. |
Stock Vested and Option Exercises
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Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control As described above, we have issued Offer Letters to our NEOs (other than Mr. Cohen) detailing the terms of each NEO’s employment, which provide that, upon a termination of the NEO’s employment by the Company without cause (as defined in the applicable Offer Letter), subject to the effectiveness of a release and compliance with restrictive covenants, Mr. Moore and Mr. Robinson would receive (A) six months of base pay, (B) an amount equal to six months of COBRA premiums for Mr. Moore and Mr. Robinson, as applicable, and their respective dependents, (C) to the extent granted, any transformation bonus installments that had not yet been paid, (D) accelerated vesting of the portion of any equity award that was scheduled to vest during the six-month period following termination, and (E) to the extent granted, payment of any long-term incentive cash award that was otherwise scheduled to vest during the six-month period following termination. The amounts set forth in clauses (A), (B) and (C) will be paid in a lump sum within 70 days following termination, and the shares described in clause (D) will be issued (if not already outstanding) and released from transfer restrictions as soon as practicable after the release becomes effective, and in no event later than 70 days after the termination date, and the amounts set forth in clause (E) will be paid at the time set forth in the terms and conditions of the applicable award. Pursuant to the terms of the 2022 Plan, upon a change in control of the Company (as defined in the 2022 Plan), the Compensation Committee has the discretion to determine the treatment of outstanding RSUs, including the discretion to (i) accelerate, in whole or in part, the vesting of the RSUs; (ii) cancel the RSUs in exchange for restricted stock, restricted stock units or stock appreciation rights in respect of the capital stock of any successor corporation or its parent; (iii) cancel the RSUs in exchange for cash and/or other substitute consideration with a value equal to the fair market value of the underlying shares on the date of the change in control; or (iv) otherwise vest, cancel, adjust, modify or exchange the RSUs in such manner as the Compensation Committee deems appropriate in connection with change in control. For awards that are subject to performance-based vesting conditions, the Compensation Committee may (i) accelerate the end of the applicable performance period and settle the award based on actual performance through that date (with or without adjustment of the relevant performance goals to reflect the abbreviated performance period), (ii) accelerate the end of the applicable performance period and settle the award at the target level of performance (with or without pro-ration of the payout based on the portion of the performance period that has transpired prior to that date), or (iii) adjust the performance goals to equitably reflect the effects of the change in control on the Company or its successor. Except as set forth in the Offer Letters in connection with a termination by the Company without cause, any unvested RSUs are forfeited on a termination of the NEO’s employment. Hypothetical estimates of the amounts that would be owed to the NEOs upon termination of their employment or upon a change in control are presented in the table directly below. In accordance with rules of the SEC, the hypothetical estimates have been computed on the assumption that the termination or change of control occurred on January 31, 2026, the last day of our most recently completed fiscal year.
Potential Payments upon Termination or Change in Control
| Name | Benefit | Termination Without Cause | Termination Without Cause Upon Change In Control | Termination Upon Death | Termination Upon Disability | | Ryan Cohen | Salary Severance Element | $— | $— | $— | $— | | | Bonus Severance Element | — | — | — | — | | | Medical Benefits | — | — | — | — | | | Accelerated Restricted Stock | — | — | — | — | | | Total | $— | $— | $— | $— | | Dan Moore | Salary Severance Element(1) | $100,000 | $100,000 | $— | $— | | | Bonus Severance Element(2) | — | — | — | — | | | Medical Benefits(3) | — | — | — | — | | | Accelerated Restricted Stock(4)(5) | 617,895 | 617,895 | — | — | | | Total | $717,895 | $717,895 | $— | $— | | Mark Robinson | Salary Severance Element(1) | $100,000 | $100,000 | $— | $— | | | Bonus Severance Element(2) | — | — | — | — | | | Medical Benefits(3) | 10,467 | 10,467 | — | — | | | Accelerated Restricted Stock(4)(5) | 617,895 | 617,895 | — | — | | | Total | $728,362 | $728,362 | $— | $— |
Potential Payments upon Termination or Change in Control
| (1) Pursuant to the terms of their respective Offer Letter, each of Mr. Moore and Mr. Robinson will receive an amount equal to six months of his base salary if terminated without cause. |
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
| (2) Pursuant to the terms of their respective Offer Letter, in the event of a termination without cause, each of Mr. Moore and Mr. Robinson will receive payment of the unpaid portion of any transformation bonus. As of January 1, 2026, neither Mr. Moore nor Mr. Robinson had any unvested transformation bonuses outstanding. |
Potential Payments upon Termination or Change in Control
| (3) Pursuant to the terms of their respective Offer Letter, in the event of a termination without cause, each of Mr. Moore and Mr. Robinson is eligible to receive payment of an amount equal to six months of COBRA premiums for Mr. Moore and Mr. Robinson, as applicable, and their eligible dependents. The amount in the table above reflects the estimated value of medical coverage to each of Mr. Moore and Mr. Robinson assuming current COBRA premiums. |
Potential Payments upon Termination or Change in Control
| (4) The value of potential accelerated restricted stock was calculated based on the closing stock price of $23.88 on January 30, 2026, the last trading day of fiscal 2025. |
Potential Payments upon Termination or Change in Control
| (5) Pursuant to the terms of their respective Offer Letter, any portion of outstanding equity awards (if any) that was otherwise scheduled to vest in the ordinary course during the six month period immediately following his termination date will become vested. |
CEO Pay Ratio
CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are disclosing the ratio of the total annual compensation of our Chief Executive Officer to that of our median employee. We identified the median employee among all our employees as of January 31, 2026 (the “determination date”). We are a global retail company with approximately 5,100 full-time salaried and hourly employees and between 10,000 and 16,000 part-time hourly employees worldwide, depending on the time of year. Mr. Cohen receives no salary, no cash bonus, and no time-vesting equity awards. The only item reported for him under SEC compensation disclosure rules is the incremental cost of the executive protection program described above. As described in more detail in Proposal 4, on January 6, 2026, the Compensation Committee designed and granted the CEO Performance Award to further align Mr. Cohen’s incentives with maximum stockholder value creation. The CEO Performance Award is subject to approval by our stockholders and will be forfeited if not approved. In accordance with SEC guidance, the CEO Performance Award is not reported in this year’s Summary Compensation Table for our most recently completed fiscal year. For fiscal year 2025, Mr. Cohen’s total annualized compensation as of the determination date was $1,760,467. For fiscal 2025, our median employee is a part-time hourly employee in one of our U.S. stores who worked an average of 26.5 hours per week. The annual compensation of the median employee was $17,376.33 for fiscal 2025. Based on this information, the ratio of the fiscal 2025 annual total compensation of our Chief Executive Officer to that of our median employee was approximately 101 to 1. In order to identify the median employee in terms of compensation across our global population of employees, we utilized total annual earnings from the 2025 calendar year, which include, but are not limited to, salary/hourly wages, overtime, bonus and commissions. We used W-2 earnings for the U.S. employee population and the W-2 equivalent earnings for the international employee population. We annualized the compensation for permanent associates who joined the Company after January 1, 2025. Full-time equivalency adjustments were not performed for part-time associates. We believe our CEO pay ratio is a reasonable estimate calculated in a manner consistent with the SEC pay ratio rules and methods for disclosure. The SEC rules do not specify a single methodology in identifying the median employee and in calculating that person’s annual compensation. Accordingly, the pay ratio reported by other companies may not be comparable to the Company’s pay ratio disclosed above.
CEO Pay Ratio
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Pay Versus Performance
Pay Versus Performance The following table provides information for the fiscal years 2021 through 2025 with respect to the compensation, as calculated under SEC rules, of our principal executive officers (“PEOs”), which includes both our current and former CEOs, the average compensation of our other NEOs, and certain performance measures specified under SEC rules.
Pay Versus Performance
| Fiscal Year | Principal Executive Officers (“PEO”) (1) | | | | | | | | | | Cohen | Robinson | Furlong | Sherman | Cohen | Robinson | Furlong | Sherman | | | SCT Total | SCT Total | SCT Total | SCT Total | Compensation Actually Paid (2) | Compensation Actually Paid (2) | Compensation Actually Paid (2) | Compensation Actually Paid (2) | | 2025 | $1,760,467 | $— | $— | $— | $1,760,467 | $— | $— | $— | | 2024 | $268,553 | $— | $— | $— | $268,553 | $— | $— | $— | | 2023 | $— | $563,647 | $1,090,198 | $— | $— | $(93,436) | $(4,169,658) | $— | | 2022 | $— | $— | $2,482,709 | $— | $— | $— | $2,117,619 | $— | | 2021 | $— | $— | $16,812,934 | $652,306 | $— | $— | $9,076,361 | $(132,010,993) |
Pay Versus Performance
| Fiscal Year | Average SCT Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non- PEO NEOs (2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (5) ($MM) | United States Operating Profit (excluding royalties) ($MM) (6) | | | | | Company TSR (4) | Peer Group TSR (4) | | | | 2025 | $2,487,881 | $2,460,841 | 29 | 160 | 418 | 297 | | 2024 | $553,815 | $(3,088,467) | 33 | 167 | 131 | 24 | | 2023 | $1,051,102 | $(1,802,812) | 18 | 114 | 7 | (65) | | 2022 | $13,692,562 | $8,874,616 | 28 | 96 | (313) | (328) | | 2021 | $6,299,738 | $(9,396,932) | 30 | 96 | (381) | (358) |
Pay Versus Performance
| (1) For fiscal 2025 and 2024, our PEO was our current CEO Ryan Cohen. For fiscal 2023, our PEOs included Ryan Cohen, former PEO Mark Robinson, and former PEO Matthew Furlong. For fiscal 2022, our PEO was Matthew Furlong. For fiscal 2021, our PEOs included both Matthew Furlong and former PEO George E. Sherman. |
Pay Versus Performance
| (2) In calculating the “Compensation Actually Paid” or “CAP” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were computed in accordance with FASB ASC Topic 718. Time-vested restricted stock/unit grant date fair values are calculated using the closing stock price as of date of grant. Adjustments have been made using the stock price as of fiscal year-end and as of each date of vest. Performance-vested restricted stock fair values are valued at zero at each respective measurement date, given all outstanding performance-vested restricted stock were accrued at and estimated to be earned below threshold (i.e., all shares forfeited) as of each respective measurement date. The assumptions used to calculate the fair value for purposes of determining the “Compensation Actually Paid” are consistent with the methodology used for calculating the grant date fair value for financial reporting purposes. |
Pay Versus Performance
| (3) For fiscal 2025, our non-PEO NEOs were Mark Robinson and Daniel Moore. For fiscal 2024, our non-PEO NEOs were Nir Patel, Mark Robinson and Daniel Moore. For fiscal 2023, our non-PEO NEOs were Diana Saadeh-Jajeh, Nir Patel and Daniel Moore. For fiscal 2022, our non-PEO NEOs were Diana Saadeh-Jajeh, Nir Patel and Michael Recupero. For fiscal 2021, our non-PEO NEOs were Michael Recupero, Diana Saadeh-Jajeh, James A. Bell, Frank M. Hamlin, Chris R. Homeister, and Daniel J. Kaufman. |
Pay Versus Performance
| (4) The Company Total Stockholder Return (“TSR”) and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K, assuming an initial investment date of February 1, 2021. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the Dow Jones Specialty Retailers Index. |
Pay Versus Performance
| (5) Represents the amount of net income (loss), as reflected in the Company’s audited financial statements for the fiscal year indicated. |
Pay Versus Performance
| (6) For purposes of this table, adjusted U.S. Operating Income, which was first used as a measure in our executive compensation program for fiscal 2024 and tracked by the Company beginning in fiscal 2022, is defined as operating earnings (loss) for the United States segment less deductions for intercompany and other items, including intercompany royalties and foreign currency translation adjustments, and additions for certain non-cash and one-time items, including asset impairment charges. For fiscal 2021, amounts in this table reflect United States operating earnings (loss) as reported in the Company’s Annual Report on Form 10-K for the year ended January 29, 2022 filed with the SEC on March 17, 2022. See Annex A for reconciliations to the comparable financial measures prepared in accordance with GAAP and a discussion of the reasons why we use non-GAAP financial measures. |
Pay Versus Performance
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Pay Versus Performance
In the calculation of CAP presented in the table above, the following amounts were deducted and added:
Pay Versus Performance Narrative Disclosure
Pay Versus Performance Narrative Disclosure In fiscal 2021 and 2022, CAP to our PEOs and our non-PEO NEOs were lower than the SCT total in both years, driven by the decrease to our stock price over both respective fiscal years. In fiscal 2023, tracking with our stock price, CAP to Matthew Furlong and to our non-PEO NEOs was lower than the SCT total. While Mark Robinson served as PEO from June 7, 2023 to September 28, 2023, his CAP was generally aligned with other non-PEO NEOs in fiscal 2023. In fiscal 2023, 2024, and 2025 for Ryan Cohen, the compensation actually paid to Mr. Cohen equals the amount reported in the Summary Compensation Table because he did not have compensation reportable in the Summary Compensation Table in 2023 and in 2024 and 2025, his compensation consisted solely of the incremental cost of the executive protection program, as he did not receive a base salary, a cash bonus or equity-based compensation awards. CAP to our non-PEO NEOs in fiscal 2024 was lower than the SCT mainly due to one non-PEO NEO forfeiting equity upon leaving the Company (otherwise CAP would have been greater than the SCT values due to our stock price performance in fiscal 2024). In fiscal 2025, CAP was generally consistent with SCT for our non-PEO NEOs, aligned with our stock price performance over fiscal 2025. Our cumulative Company TSR since 2021 has lagged the Peer Group TSR over the same timeframe given our initial closing stock price on February 1, 2021 was $56.25 (which occurred during a period of significant volatility). However, the year-over-year change in Company TSR is generally consistent with the year-over-year change in Peer Group TSR over the five-year period. Specifically, Company TSR and Peer Group TSR both decreased in fiscal 2021 (recognizing Company TSR decreased more significantly). In fiscal 2022, both Company TSR and Peer Group TSR were relatively stable. In fiscal 2023, Company TSR decreased year-over-year, while Peer Group TSR increased. In fiscal 2024, both Company TSR and Peer Group TSR increased, with Company TSR outperforming the Peer Group TSR. In fiscal 2025, both Company TSR and Peer Group TSR were relatively stable. The close relationship between TSR and CAP was evident across the fiscal years in the table above. Through fiscal 2021, our TSR decreased and the CAP to our NEOs significantly declined relative to fiscal 2021 SCT totals. In fiscal 2022, our TSR decreased slightly, which led to our CAP values declining relative to fiscal 2022 SCT totals (although CAP remained positive given the year-over-year TSR decline through fiscal 2022 was not significant). Through fiscal 2023 our TSR decreased, and as a result, CAP values to Matthew Furlong and non-PEO NEOs declined relative to fiscal 2023 SCT totals. In fiscal 2024 our CAP for non-PEO NEOs was lower than fiscal 2024 SCT totals, despite TSR increasing, mainly due to one non-PEO NEO forfeiting equity upon leaving the Company. In fiscal 2025, our CAP for non-PEO NEOs was similar to the fiscal 2025 SCT totals, as our TSR was relatively stable year-over-year. Our net income (loss) was not strongly correlated with CAP given a large portion of our executive compensation program is granted in equity, thereby directly tied to our stock price performance. In fiscal 2021, our net income was ($381 million) which was aligned
Pay Versus Performance Narrative Disclosure
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Pay Versus Performance Narrative Disclosure
with a decrease in CAP over this period vs. SCT totals . In fiscal 2022, our net income increased to ($313 million) aligning with the increase in CAP over this period. In fiscal 2023, 2024 and 2025, our significant growth in net income from $7 million to $131 million to $418 million, respectively, was not directly correlated with CAP to our NEOs over the same period. For fiscal years 2021 through 2023, we did not have a company selected measure because the Company did not use any financial performance measures to link fiscal years 2021 through 2023 executive compensation to company performance. In fiscal 2024 and 2025, given we used adjusted U.S. Operating Income as performance criteria in our Short-Term Equity Incentive program, we’ve included this measure as our company selected measure. Similar to net income (loss), our adjusted U.S. Operating Income was not strongly correlated with CAP. In fiscal 2024 our adjusted U.S. Operating Income was $24 million, an increase from ($65 million) in fiscal 2023. In fiscal 2025, our United States Operating Profit (excluding royalties) was $297 million, an increase from $24 million in fiscal 2024.This significant growth was not directly correlated with CAP to our NEOs over the same period.
Mr. Cohen is Uniquely Positioned to Lead GameStop’s Transformation, with a History of High-Growth Success and Stockholder Value Creation
Mr. Cohen is Uniquely Positioned to Lead GameStop’s Transformation, with a History of High-Growth Success and Stockholder Value Creation
Mr. Cohen is Uniquely Positioned to Lead GameStop’s Transformation, with a History of High-Growth Success and Stockholder Value Creation
| • | Mr. Cohen previously founded and served as the Chief Executive Officer of Chewy, Inc. (NYSE: CHWY), where he oversaw the company’s growth and ascension to market leadership in the pet industry. Mr. Cohen led Chewy through its successful sale to PetSmart Inc. prior to stepping down in 2018. |
Mr. Cohen is Uniquely Positioned to Lead GameStop’s Transformation, with a History of High-Growth Success and Stockholder Value Creation
| • | Since joining the Board in January 2021, Mr. Cohen has overseen a significant turnaround of the Company’s financial health and operational efficiency. |
Mr. Cohen is Uniquely Positioned to Lead GameStop’s Transformation, with a History of High-Growth Success and Stockholder Value Creation
| • | GameStop’s market capitalization has grown significantly under his leadership, from approximately $1.3 billion when he joined the Board in January 2021 to approximately $9.3 billion in January 2026, when the Compensation Committee and the Board approved the CEO Performance Award. |
Mr. Cohen is Uniquely Positioned to Lead GameStop’s Transformation, with a History of High-Growth Success and Stockholder Value Creation
| • | GameStop’s total Selling, General, and Administrative (SG&A) expenses decreased from $1.7 billion in fiscal year 2021 to $910.2 million in fiscal 2025, representing a 46.8% reduction. |
Mr. Cohen is Uniquely Positioned to Lead GameStop’s Transformation, with a History of High-Growth Success and Stockholder Value Creation
| • | GameStop transitioned from a net loss of $(381.3) million in fiscal year 2021 to a net income of $418.4 million for fiscal 2025. |
Mr. Cohen is Uniquely Positioned to Lead GameStop’s Transformation, with a History of High-Growth Success and Stockholder Value Creation
| • | In addition, Mr. Cohen is well-known and has the unique ability to attract and retain highly qualified executives and other key talent necessary to successfully execute the Company’s transformation. |
Overview
Overview The Compensation Committee designed and granted the CEO Performance Award to directly align Mr. Cohen’s incentives with, and motivate him to devote the necessary time and energy to achieve, significant stockholder value creation. To achieve this, the following factors were considered:
Overview
| • | GameStop is at a critical juncture in the Company’s transformation; the Company is well-capitalized and has significant opportunities for growth potential and stockholder value creation. |
Overview
| • | To unlock this potential growth, our current and future capital must be deployed in a way that translates into long-term, sustainable growth and stockholder value. Tying CEO compensation to market capitalization and cumulative performance EBITDA (the metrics included in the CEO Performance Award, both as described in more detail below) directly aligns CEO rewards with metrics that will track with the success of our go-forward transformation. |
Overview
| • | Mr. Cohen has demonstrated a track record of operational success, and has demonstrated this specifically for GameStop stockholders through the creation of billions of dollars of stockholder value since his appointment to our Board in January 2021, among other significant financial, operational, and capital-raising achievements. |
Overview
| • | In the Compensation Committee’s view, Mr. Cohen’s proven ability to drive significant value and successful company transformations makes Mr. Cohen uniquely qualified for, and critical to, the future success of GameStop’s ongoing transformation. Mr. Cohen’s strategic vision, and his ability to execute his strategic vision, will be key determining factors in GameStop’s ability to effectively deploy our current and future capital. |
Overview
| • | The Compensation Committee recognizes that Mr. Cohen’s existing equity stake aligns his baseline economic interests with our stockholders to some extent. However, executing the Company’s strategy requires achieving a $100 Billion market capitalization and $10 Billion in cumulative performance EBITDA. Mr. Cohen receives zero base salary, zero cash bonuses, and zero time-vested equity. This bespoke CEO Performance Award with no minimum guaranteed payout opportunity |
Overview
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Overview
| explicitly incentivizes him to prioritize the execution of GameStop’s strategy, rewarding him only if he delivers sustained, measurable increases in market capitalization and cumulative performance EBITDA for our owners. As a result, the CEO Performance Award was designed with the primary objectives of providing significant incentive to Mr. Cohen to drive stockholder value creation as well as continued growth in GameStop’s profitability while ensuring his continued dedication to the Company and its business. The CEO Performance Award is intended to achieve these objectives by providing the potential for a significant payout opportunity to Mr. Cohen, but only if Mr. Cohen achieves performance outcomes that are directly aligned with the interests of our stockholders. Said simply, if Mr. Cohen does not achieve these performance outcomes, his potential payout opportunity will be significantly limited or eliminated. |
Overview
| • | Mr. Cohen has previously declined all forms of salary, cash bonuses and other compensation from the Company for his service as an officer and a director. The only reportable compensation for Mr. Cohen is in relation to the executive protection services under the executive protection program established by our Board. |
Overview
The CEO Performance Award is intended to be a one-time award and, for the lifecycle of the CEO Performance Award, the only compensation provided to Mr. Cohen; under the award, Mr. Cohen receives no guaranteed pay—no salary, no cash bonuses, and no stock that vests simply over time. Instead, his compensation is entirely “at-risk”—the CEO Performance Award is designed to be highly performance-oriented as no options become earned until market capitalization and cumulative performance EBITDA (earnings before interest, taxes, depreciation and amortization) goals are achieved. The award is designed so that any realized compensation is directly proportionate to the magnitude of value created for stockholders. The CEO Performance Award consists of 171,537,327 options to purchase shares of GameStop common stock (referred to herein as the “Options”), which number of Options represents the number of shares of our common stock that, as of the Grant Date, was estimated to deliver Mr. Cohen value equivalent to 20% of the market capitalization created from the Grant Date if the maximum performance hurdles are achieved, based on the assumptions described in more detail below. If the performance hurdles are only partially achieved, Mr. Cohen would share in less than 20% of the market capitalization created from the Grant Date. If either of the minimum market capitalization hurdle or the cumulative performance EBITDA hurdle are not achieved, Mr. Cohen will not receive any value under the CEO Performance Award. In determining the structure of the CEO Performance Award, the Compensation Committee evaluated a range of potential sharing percentages and determined that this level of participation was appropriate to incentivize the magnitude of sustained performance required, while ensuring that stockholders retain the substantial majority of value created. In order for all of the Options to be earned and eligible to vest, all market capitalization hurdles and cumulative performance EBITDA hurdles must be achieved. To meet all of these hurdles, Mr. Cohen must guide the Company to achieve the following: by the beginning of 2036, GameStop’s market capitalization must increase to at least $100 billion, which is more than 10 times GameStop’s market capitalization as of the Grant Date and its cumulative performance EBITDA must increase to at least $10 billion, which is more than 46 times GameStop’s fiscal 2025 performance EBITDA of $213.8 million.(3) In the continued spirit of further aligning Mr. Cohen’s interests with those of our stockholders, any shares issued in connection with Mr. Cohen’s exercise of vested Options would remain subject to the two-year holding period that begins on the date the applicable portion of the Options is exercised. For any portion of the CEO Performance Award to vest, GameStop’s market capitalization must increase to at least $20 billion, which is more than two times GameStop’s market capitalization as of the Grant Date, and its cumulative performance EBITDA must increase to at least $2 billion, which is more than nine times GameStop’s fiscal 2025 performance EBITDA of $213.8 million.(1)
Delaware Law Considerations
Delaware Law Considerations With respect to a transaction with directors and officers of the corporation (or entities in which they serve as directors or officers or have a financial interest), Section 144(a) of the DGCL provides that the safe harbor protections will apply if:
Delaware Law Considerations
| • | The material facts as to the director’s or officer’s relationship or interest and as to the transaction, including any involvement in the initiation, negotiation or approval of the transaction, are disclosed or are known to all members of the board of directors or a committee of the board of directors, and the board or committee in good faith and without gross negligence authorizes the transaction by the affirmative votes of a majority of the disinterested directors then serving on the board of directors or such committee (as applicable), even though the disinterested directors be less than a quorum; provided that if a majority of the directors are not disinterested directors with respect to the transaction, such transaction shall be approved (or recommended for approval) by a committee of the board of directors that consists of 2 or more directors, each of whom the board of directors has determined to be a disinterested director with respect to the transaction; or |
Delaware Law Considerations
| • | The transaction is approved or ratified by an informed, uncoerced, affirmative vote of a majority of the votes cast by the disinterested stockholders; or |
Delaware Law Considerations
| • | The transaction is fair as to the corporation and the corporation’s stockholders. |
Delaware Law Considerations
The Board determined (with Mr. Cohen recusing himself) that each member of the Compensation Committee was a “disinterested director” as defined in Section 144(e)(4) of the General Corporation Law of the State of Delaware (as amended, supplemented or restated from time to time, the “DGCL”). Outside counsel conducted comprehensive live interviews of the members of the Compensation Committee to support the Board’s determination that they are disinterested directors under Delaware law, based on the fact that no member on the Compensation Committee (i) is a party to the act or transaction or has a material interest in the act or
Delaware Law Considerations
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Delaware Law Considerations
transaction (i.e., no member of the Compensation Committee is a party to, or has a material interest in, the CEO Performance Award) and (ii) has a material relationship with a person that has a material interest in the act or transaction (i.e., no member of the Compensation Committee has a material relationship with Mr. Cohen, who has a material interest in the CEO Performance Award). In coming to this conclusion, the Board considered (with Mr. Cohen recusing himself) the following:
Delaware Law Considerations
| • | No Compensation Committee Member jointly owns material assets with Mr. Cohen; |
Delaware Law Considerations
| • | No Compensation Committee member has a material professional business venture with Mr. Cohen outside of GameStop and Chewy; |
Delaware Law Considerations
| • | No Compensation Committee member serves on the same board of directors as Mr. Cohen or have any other meaningful professional relationships outside of GameStop and Chewy; |
Delaware Law Considerations
| • | No Compensation Committee member currently receives compensation for their service as a director to GameStop and has not received any such compensation since GameStop’s 2024 annual meeting of stockholders; and |
Delaware Law Considerations
| • | Each Compensation Committee member confirmed that he could make decisions regarding the proposed CEO Performance Award that are not influenced by any relationship they have to Mr. Cohen. |
Delaware Law Considerations
In addition, the Board considered the fact that Messrs. Grube and Attal joined the Board in January 2021 along with Mr. Cohen in connection with the agreement that was entered into between the Company and RC Ventures, an entity managed by Mr. Cohen, and that Mr. Cheng was appointed to the Board in June 2021 after being introduced to the Company by Mr. Cohen. Mr. Cohen believed that Messrs. Grube, Attal and Cheng would bring deep expertise in e-commerce, online marketing, finance and strategic planning to the Company given their prior business experience at Chewy and that their skillsets would support the Company’s continued focus on optimizing its core operations and creating a powerful and exciting ecosystem for games and entertainment. In considering whether to approve the CEO Performance Award, the Board would like to make the Company’s stockholders aware of the following facts regarding each of the Compensation Committee members:
Delaware Law Considerations
| • | Each member of the Compensation Committee had a historical role with or investment in Chewy, Inc., a company that Mr. Cohen founded and where he served as Chief Executive Officer. |
Delaware Law Considerations
| • | Mr. Grube served as Chief Financial Officer of Chewy from 2015 through 2018 and realized financial proceeds in connection with the sale of Chewy to PetSmart in May 2017. |
Delaware Law Considerations
| • | Mr. Attal has a historical professional relationship with Mr. Cohen, including serving as Chief Operating Officer and Chief Marketing Officer of Chewy between 2011 and 2018, and realized financial proceeds in connection with the sale of Chewy to PetSmart in May 2017. Additionally, Mr. Attal previously served, without compensation, as a trustee in connection with certain estate planning arrangements for Mr. Cohen. |
Delaware Law Considerations
| • | Mr. Cheng is the Managing Partner of Volition Capital, LLC which invested in Chewy and realized a financial return in connection with the sale of Chewy to PetSmart in May 2017, from which Mr. Cheng benefited. |
Delaware Law Considerations
Although the Board believes that each member of the Compensation Committee is a disinterested director under the DGCL, the Compensation Committee recommended, and the Board determined to seek to have the CEO Performance Award approved by a vote of a majority of the votes cast by the disinterested stockholders under the Disinterested Standard, which does not include any shares directly or indirectly owned by Mr. Cohen, any of the Company’s directors and executive officers or any of Ryan Cohen’s direct reports. However, such approval is not a condition to the effectiveness of the CEO Performance Award.
Proxy Access Director Nominees
Proxy Access Director Nominees Under the proxy access provisions of our Bylaws, stockholders are entitled to nominate and include in our proxy materials director nominees, provided that the eligibility and procedural requirements specified in our Bylaws, including advance notice requirements, are satisfied. The notice must be delivered to the Secretary at our principal executive offices, at 625 Westport Parkway, Grapevine, Texas 76051, not less than 120 days nor more than 150 days prior to the first anniversary of the date on which we first mailed our Proxy Statement in connection with the most recent annual meeting of stockholder. As a result, any notice given by a stockholder pursuant to the proxy access provisions of our Bylaws with respect to the 2027 annual meeting must be received no earlier than December 27, 2026, and no later than the close of business on January 26, 2027. However, in the event that the date of the 2027 annual meeting is more than 30 days before July 7, 2027 or more than 60 days after July 7, 2027 then the notice, to be timely, must be delivered not earlier than the close of business on the 120th day prior to the date of the 2027 annual meeting and not later than the close of business on the later of (x) the 90th day prior to the date of the 2027 annual meeting or (y) the 10th day following the day of the first public announcement of the date of the 2027 annual meeting. The complete requirements for submitting a nominee for inclusion in our proxy materials are set forth in our Bylaws, a copy of which can be obtained upon request directed to the Secretary at our principal executive offices at the address set forth above or on our website at http://investor.gamestop.com/corporate-governance.
Proxy Access Director Nominees
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