Nick Lewin
About Nick Lewin
Nick Lewin (age 48) has served as an independent director of GameSquare Holdings, Inc. since March 2024 and will remain on the Board until the October 7, 2025 Annual Meeting; he was not nominated for reelection for the 2025 meeting . He holds a B.A. in political science from Johns Hopkins University and has extensive investing and board experience across technology and medical device sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FaZe Holdings, Inc. | Director | Jul 2022 – Mar 2024 | Joined GameSquare Board post-acquisition of FaZe; interlock context for integration |
| Crown Predator Holdings LLC | Managing Member, Head of Investments | Since 2008 | Leads investment strategy; network reach into medtech and defense |
| Halo Maritime Defense Systems (private) | Director | Since 2007 | Defense/security solutions governance experience |
External Roles
| Company | Listing | Role | Tenure |
|---|---|---|---|
| Allurion Technologies, Inc. | Nasdaq | Director | Since Aug 2023 |
| Establishment Labs Holdings Inc. | Nasdaq | Director; Chairman | Director since Sep 2015; Chairman since Dec 2017 |
| Cutera, Inc. | Nasdaq | Director | Since May 2023 |
Board Governance
- Independence: The Board determined all directors except the President (Louis Schwartz) and CEO (Justin Kenna) are independent under Nasdaq rules; Lewin is independent .
- Committee assignments: Lewin is not a member of Audit, Compensation, or Nominating & Governance Committees (no chair roles) .
- Attendance and engagement: In FY2024, the Board met six times and each director attended at least 75% of Board and relevant committee meetings; directors are expected to attend annual meetings . In FY2023, each director also attended at least 75% of meetings .
- Tenure & election status: Lewin’s Class I term expires at the 2025 Annual Meeting; he was not nominated for reelection and the Board will reduce to seven directors with one vacancy thereafter .
- Hedging/pledging policy: Company policy prohibits insiders (including directors) from shorting, hedging, holding in margin accounts, or pledging GameSquare securities .
Fixed Compensation
Director compensation (FY2024):
| Component | Amount (USD) |
|---|---|
| Fees earned (cash retainer) | — |
| Share-based awards | — |
| Option-based awards | $52,080 |
| Total | $52,080 |
Notes
- Director cash retainers and meeting/committee fees were not disclosed for Lewin; FY2024 compensation was entirely in the form of equity options .
Performance Compensation
- Equity award structure: Director awards in FY2024 were option-based; no performance-conditioned RSUs were disclosed for directors .
- Plan mechanics: The Omnibus and Incentive Plans permit RSUs with service or performance goals, clawbacks, and up to 10% rolling option/RSU capacity; the 2024 Stock Incentive Plan added a 20% evergreen feature in 2025 subject to board adjustment .
Director performance metrics (as disclosed):
| Metric Category | Disclosure |
|---|---|
| TSR percentile | Not disclosed for director awards |
| Revenue/EBITDA goals | Not disclosed for director awards |
| ESG/other strategic KPIs | Not disclosed for director awards |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Prior interlock with FaZe | Lewin served on FaZe’s board through Mar 2024; GameSquare assumed FaZe equity plans upon acquisition, providing governance continuity but potential information-flow interlock during integration |
Expertise & Qualifications
- Capital markets and governance: Two decades as a private investor and fund lead at Crown Predator; board leadership (chairman) at Establishment Labs .
- Sector breadth: Medtech, aesthetics/dermatology, weight-loss platforms, maritime defense; diversified domain exposure useful for risk oversight .
- Education: B.A., Johns Hopkins University .
Equity Ownership
Beneficial ownership (shares) and components
| Metric | Dec 31, 2024 | Sep 5, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 259,013 | 259,013 |
| Ownership % of outstanding | <1% (asterisk in proxy) | <1% (asterisk in proxy) |
| CPH Phase II SPV LP (indirect) | 95,668 | 95,668 |
| CPH Phase III SPV LP (indirect) | 67,943 | 67,943 |
| Restricted stock awards exercisable within 60 days | 34,132 | 34,132 |
| Stock options exercisable within 60 days | 61,270 | 61,270 |
Notes
- Lewin is sole manager of CPH Holdings VII, LLC (GP of CPH Phase II/III SPVs) and disclaims beneficial ownership except to his pecuniary interest .
- Company policy prohibits pledging or margin; no pledges disclosed for Lewin .
Governance Assessment
- Alignment: Director pay for Lewin in FY2024 was 100% equity (options), which aligns interests to shareholder outcomes but without disclosed performance conditions for director awards .
- Independence and conflicts: Lewin is independent; related-party financings disclosed involve Goff & Jones and a convertible debenture “beneficially held by a director,” but counterparties were not identified as Lewin; continued monitoring of any future related-party ties is warranted .
- Attendance/engagement: Meets minimum attendance expectations; no committee memberships may limit direct influence on audit/comp/nom-gov oversight .
- Transition signal: The Nominating & Governance Committee did not nominate Lewin for reelection in 2025, reducing Board size and leaving a vacancy—an explicit governance shift investors should track for Board composition and skills balance changes .
RED FLAGS to monitor
- Director not nominated for reelection (governance transition; assess rationale and replacement skillset) .
- Broader company dilution controls: Evergreen to 20% on the 2024 Incentive Plan and increase in authorized shares to 500M (via merger-driven charter restatement) may pressure ownership dilution; although not director-specific, it affects alignment ecosystem .
Committee context
- Compensation Committee: Chaired by Travis Goff; independent; oversees director compensation annually; awards subject to clawback policies .
- Nominating & Governance: Chaired by Stuart Porter; independent; selects nominees and evaluates Board composition/diversity—relevant to Lewin’s non-renomination .
- Audit Committee: Independent; chaired by Tom Walker; robust PCAOB-aligned oversight .