Justin Kenna
About Justin Kenna
Justin Kenna serves as Chief Executive Officer and Director of GameSquare Holdings since January 2021. He is 40 years old and holds a Bachelor of Business (Accountancy) from the Royal Melbourne Institute of Technology . The company’s proxy disclosure highlights a largely discretionary executive compensation framework without formal performance metrics (no prescribed objectives for bonuses, options, or RSUs; awards determined case-by-case with broad performance considerations), and a clawback policy applies to equity awards . Board leadership is split with Louis Schwartz as Chairman, and all key Board committees are composed of independent directors, with Kenna not serving on any committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FaZe Clan Inc. (subsidiary of FaZe Holdings) | Chief Financial Officer | Jan 2018 – Dec 2020 | Led development of new revenue opportunities; helped position FaZe as a leading esports property . |
| Madison + Vine | Director of Finance | Not disclosed | Financial leadership prior to FaZe CFO role . |
| Optimist Inc.; JBWere; Deloitte; Ernst & Young | Various financial roles | Not disclosed | Built foundational finance, strategy, and operational expertise . |
External Roles
No current public-company directorships disclosed for Kenna; his biography focuses on prior finance roles rather than external board service .
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $600,000 | $600,000 | $600,000 |
| Bonus | $0 | $0 | $0 |
| Stock Awards | $124,633 | $1,253,287 | $0 |
| Option Awards | $3,485 | $0 | $109,859 |
| All Other Compensation | $9,447 | $12,072 | $33,796 |
| Total Compensation | $737,565 | $1,865,359 | $743,655 |
Notes:
- Bonuses and long-term incentives are discretionary; the company does not utilize formal objective measures or set weights for compensation metrics .
- “All other compensation” includes medical insurance and other benefits per footnotes .
Performance Compensation
- Cash bonuses: Discretionary, based on informal goals (individual performance, responsibilities, expected future performance). No pre-set milestones or formal objective measures .
- Long-term incentives: Options and RSUs granted case-by-case with broad consideration of company performance; no specific quantitative measures or weights; evergreen stock option plan authorized up to 10% of outstanding shares, with no vesting provisions specified in plan text .
- Clawback: Equity awards subject to the company’s Compensation Clawback Policy at grant and per award agreements .
Equity Ownership & Alignment
| As-of Date | Shares Outstanding | Common Shares (Direct) | Indirect (Kenna Holdings Inc.) | Options Exercisable ≤60 Days | RSUs Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|---|---|
| Dec 31, 2024 | 32,635,995 | 115,321 | 495,720 | 322,621 | — | 933,662 | 2.8% |
| Sep 5, 2025 | 98,361,398 | 115,321 | 495,720 | 734,049 | 341,216 | 1,686,306 | 1.7% |
- Hedging/Pledging: Insider Trading Policy prohibits short sales, options trading, hedging, holding stock in margin accounts, and pledging stock as collateral, mitigating misalignment risks from hedging/pledging .
- Near-term supply considerations: As of Sep 5, 2025, options and RSUs exercisable within 60 days total 1,075,265 shares, which could contribute to insider selling pressure upon vest/exercise depending on trading windows and preclearance .
Outstanding Option Tranches (Dec 31, 2024)
| Quantity | Strike | Currency | Expiration |
|---|---|---|---|
| 129,246 | $1.10 | USD | Aug 15, 2029 |
| 41,310 | 21.30 | CAD | Jan 22, 2026 |
| 2,065 | 16.95 | CAD | Mar 1, 2027 |
| Total Exercisable | 172,621 | — | — |
Employment Terms
| Term | Detail |
|---|---|
| Effective Date | July 7, 2023 (“Kenna Agreement”) |
| Base Salary | $600,000 annually (paid $50,000 monthly) |
| Term & Renewal | Initial 3-year term; auto-renews for 1-year periods unless 120-day prior notice |
| Severance (Without Cause/Good Reason) | 12 months of annual compensation paid monthly; continued health insurance premiums for 12 months; equity awards vest through the 12-month period |
| Change-of-Control (Double Trigger within 12 months) | 24 months salary equivalent ($1,200,000); 18 months benefits; accelerated vesting of all outstanding equity, including full vesting of performance-based awards |
| Clawback | Equity awards subject to Compensation Clawback Policy |
| Hedging/Pledging Policy | Prohibits hedging, margin accounts, and pledging of company securities |
Board Service, Committees, and Governance
- Board tenure: Director since January 2021; not independent due to executive status .
- Chair structure: Chairman is Louis Schwartz; CEO and Chair roles are separated, mitigating combined-role governance concerns .
- Committee roles: Kenna does not serve on Audit, Compensation, or Nominating & Governance Committees. Committees are independent and chaired by independent directors (Audit – Thomas Walker; Compensation – Travis Goff; Nominating & Governance – Stuart Porter) .
- Attendance: Board held six meetings in FY 2024; each director attended at least 75% of board and committee meetings. In FY 2023, the Board held twelve meetings; each director attended at least 75% of meetings .
Director Compensation
Kenna’s compensation is disclosed under Executive Compensation and is excluded from the Director Compensation table. Independent directors primarily received option-based awards in FY 2024 (e.g., $109,859 option value for several directors; no cash fees reported), indicating an equity-heavy director pay mix .
Notes on Compensation Structure and Equity Plan Design
- Discretionary design: Absence of formal performance metrics and pre-set milestones for NEO bonuses and LTI awards heightens subjectivity in pay outcomes .
- Evergreen capacity: Amended and restated Omnibus plan permits options up to 10% of outstanding shares on a rolling basis (3,158,641 options available as of Sep 30, 2024), implying ongoing dilution capacity and continued equity grant flexibility .
Investment Implications
- Alignment: Kenna’s beneficial ownership rose to 1.7% as share count expanded, with substantial near-term exercisable options and RSUs (1,075,265 within 60 days as of Sep 5, 2025). The anti-hedging and anti-pledging policy supports alignment, but vest/exercise events could add selling pressure in open windows .
- Pay-for-performance risk: The compensation framework’s lack of formal metrics, targets, and weights introduces subjectivity. Discretionary bonuses and LTI grants may reduce the predictability of incentive outcomes vs. performance, raising governance scrutiny for investors who prefer metric-tied pay .
- Change-of-control economics: Double-trigger protection featuring 24 months’ salary and full equity acceleration is generous and could incentivize deal support but also creates potential windfall optics; it meaningfully increases retention value in a transaction scenario .
- Governance mitigants: Separation of CEO and Chair roles and independent committee chairs mitigate dual-role and independence concerns, with solid attendance disclosures. Continued reliance on equity-heavy director pay aligns board compensation with shareholder outcomes .
- Dilution vector: The evergreen 10% option capacity, combined with discretionary equity grants, is a persistent dilution lever; monitoring option/RSU grants and vesting cadence is critical for trading and valuation models around supply/demand of shares .