Louis Schwartz
About Louis Schwartz
Louis Schwartz (age 57) is President and Chairman of GameSquare Holdings’ Board, serving as a director since April 2023 and as Chairman since July 2023 . He previously served as CEO of Engine Gaming and Media (May 2020–Apr 2023) and CEO/COO/CFO of Frankly Inc. (2015–2020), and was Chief Digital Officer at World Wrestling Entertainment; he holds a B.S. in Real Estate Finance from Penn State and a J.D. from Mississippi College School of Law . The board’s leadership structure separates CEO (Justin Kenna) from Chairman (Schwartz), with the board noting this supports oversight while enabling strong executive leadership; Schwartz is not an “independent” director under Nasdaq rules . The company states it does not use formal preset performance goals for executive pay; discretionary bonuses and equity awards may be granted based on overall company performance and individual contributions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Engine Gaming and Media, Inc. | Chief Executive Officer | 2020–2023 | Led Engine until its merger with GameSquare in Apr 2023, integrating media/gaming assets . |
| Frankly Inc. | CEO; COO/CFO | 2015–2020 | Frankly merged with Torque Esports to create Engine in May 2020, consolidating tech/media operations . |
| World Wrestling Entertainment (WWE) | Chief Digital Officer | Not disclosed | Senior digital leadership at a global media company (dates not disclosed) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | The proxy does not disclose current external public company directorships for Schwartz . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $341,667 | $500,000 |
| Cash Bonus | $0 | $0 |
| Stock Awards (Fair Value) | $0 | $0 |
| Option Awards (Fair Value) | $0 | $109,859 |
| All Other Compensation | $22,561 | $33,944 |
| Total Compensation | $364,228 | $643,803 |
Key observations:
- 2024 cash increased $158k YoY, with options granted ($109,859), and no cash bonus; stock awards were $0 both years .
- Company emphasizes discretionary, informal evaluation versus formal, metric-based targets for bonuses/equity .
Performance Compensation
- The company does not prescribe formal objective measures or weights for NEO performance pay; bonuses and long-term incentives (options/RSUs) are determined case-by-case at the board’s discretion based on overall performance and individual contribution .
- No disclosed revenue/EBITDA/TSR targets, weightings, or payout formulas tied to Schwartz’s incentives in 2023–2024 .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 757,130 | Less than 1% of outstanding shares . |
| Direct Shares | 244,630 | Directly held . |
| Options Exercisable within 60 days | 396,284 | Included in beneficial ownership . |
| RSUs Exercisable within 60 days | 116,216 | Included in beneficial ownership . |
| Ownership % of Outstanding | <1% | Based on 98,361,398 shares outstanding as of Sep 5, 2025 . |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging, short sales, holding in margin, and pledging GameSquare securities . |
| Ownership Guidelines | Not disclosed | No executive stock ownership guideline disclosure in proxy –. |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant | Type | Quantity | Strike/Price | Expiration | Status |
|---|---|---|---|---|---|
| Aug 15, 2029 | Stock Options | 129,246 | $1.10 | Aug 15, 2029 | Exercisable |
| Feb 10, 2026 | Stock Options | 201 | CAD$426.00 | Feb 10, 2026 | Exercisable |
| Mar 3, 2027 | Stock Options | 182 | CAD$426.00 | Mar 3, 2027 | Exercisable |
| Aug 25, 2025 | Stock Options | 85 | CAD$426.00 | Aug 25, 2025 | Exercisable |
| May 26, 2029 | Stock Options | 4,309 | $3.64 | May 26, 2029 | Exercisable |
| Aggregate | Stock Options | 134,023 | — | — | Exercisable |
Notes: RSU vesting schedules for Schwartz are not detailed beyond 116,216 exercisable within 60 days of Sep 5, 2025 . Plan-level RSUs may be subject to service or performance conditions set by the board .
Employment Terms
| Term | Detail |
|---|---|
| Role | President; Chairman of the Board (executive director) . |
| Agreement Effective Date | May 1, 2023 . |
| Base Salary | $500,000 per year . |
| Contract Term | 2 years initial term; auto-renews for 1-year periods unless notice ≥120 days before expiry . |
| Severance (No Cause/Good Reason) | 12 months of annual compensation; 12 months of health premium payments; equity vests through end of 12 months . |
| Change-of-Control (CoC) | If terminated without cause or for good reason within 12 months of CoC: 24 months salary ($1,000,000) and 18 months benefits; accelerated vesting of all equity awards, including full vesting of performance-based awards . |
| Bonus Target/Policy | No formal bonus targets; discretionary per board recommendation and CEO input (for other executives) . |
| Clawback | Awards subject to Compensation Clawback Policy; board may impose additional reacquisition rights . |
| Non‑compete/Non‑solicit | Not disclosed in proxy –. |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since April 2023; Chairman since July 2023 . |
| Independence | Not independent (executive officer) . |
| Committees | Not listed as a member of Audit, Compensation, or Nominating/Governance committees . |
| Attendance | Each director attended at least 75% of board and committee meetings in FY2024 . |
| Leadership Structure | Chairman (Schwartz) separated from CEO (Kenna); board views separation as supporting oversight and executive leadership . |
| Insider/Hedging Policy | Prohibits hedging, short sales, margin accounts, and pledging for insiders and household members . |
Related Party and Governance Context
- Related party transactions include a secured promissory note with Blue & Silver Ventures, Ltd. in Mar 2025, and historical credit facility with Goff & Jones Lending Co., LLC (related to a director) and a convertible debenture beneficially held by a director (Engine legacy) .
- The 2025 proxy proposes governance changes including declassification of the board, elimination of certain supermajority provisions, and an increase in authorized shares; these were structured via a merger with a wholly owned subsidiary requiring majority approval .
Compensation Structure Analysis
- Shift toward higher fixed cash in 2024 (salary +$158k) with option grant ($109,859) and no bonus, consistent with the company’s discretionary, non-metric-based approach to NEO compensation .
- No disclosed PSU metrics, TSR targets, revenue/EBITDA hurdles, or weighting frameworks for Schwartz’s variable pay; long-term incentives are granted case-by-case without preset performance weights .
Investment Implications
- Retention risk appears mitigated near term via auto-renewing contract and 12‑month severance; however, CoC terms (2x salary and full equity acceleration) could create incentives around strategic transactions and may dilute performance-based vesting discipline in sale scenarios .
- Alignment: meaningful option exposure (134,023 options across strikes/expirations) and RSUs (116,216 exercisable within 60 days as of Sep 5, 2025) align interests, while strict anti‑hedging/pledging policy reduces misalignment risk; ownership remains <1% of outstanding shares, limiting absolute equity skin‑in‑the‑game .
- Governance: dual role as Chairman and executive officer (President) combined with non‑independence warrants monitoring; committee independence and separation of CEO/Chair help offset, and proposed declassification could improve annual accountability .
- Trading signals: absence of formal performance metrics and reliance on discretion may lead to variability in incentive outcomes; monitor future proxy for any transition to metric‑linked pay and any Form 4 activity to assess potential selling pressure from vested RSUs/options (policy bars hedging/pledging, but sales for liquidity could occur) .