Paul Hamilton
About Paul Hamilton
Paul Hamilton (age 54) is an independent director of GameSquare Holdings, Inc., serving on the board since March 2024. He is a restructuring and turnaround specialist with C‑suite interim management experience across gaming, hospitality, media, and real estate, and holds an MBA from Pepperdine’s Graziadio School of Business . In FY2024, each director, including Hamilton, attended at least 75% of board and committee meetings, and the board met six times that year . The board has determined that all directors other than the President/Chair (Louis Schwartz) and CEO (Justin Kenna) are independent; Hamilton is therefore classified as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Greenspun Corporation | President & CEO | Since 2011 | Led diversified media, travel/tourism, real estate, and gaming investments |
| Province, Inc. | Co‑founder & Principal | Since 2007 | Turnaround advisory, capital raises, distressed acquisitions; pre‑bankruptcy planning |
| Restructuring/Turnaround Practice | C‑level interim roles (various) | Multi‑year | Financial forecasting, plan development, creditor negotiations, cost reduction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlanta Esports Ventures (AEV) | Co‑Owner & CEO | Since 2018 | Owns Atlanta FaZe (Call of Duty League) and Atlanta Reign (Overwatch League) |
| FaZe Holdings, Inc. | Director (prior) | Jul 2022 – Mar 2024 | Prior public company directorship |
Board Governance
- Independence: Independent director under Nasdaq rules (board determined all but CEO and President/Chair are independent) .
- Attendance: Each director attended at least 75% of board/committee meetings in FY2024; board met 6 times (Audit 4, Compensation 2, Nominating & Governance 1) .
- Committee assignments: Hamilton is not listed as a member of Audit, Compensation, or Nominating & Governance Committees in 2023 or 2024 .
- Executive sessions/controls: Company cites independent committees and executive sessions of non‑management directors; hedging/pledging by insiders prohibited .
| Governance Item | Status |
|---|---|
| Audit Committee | Not a member |
| Compensation Committee | Not a member |
| Nominating & Governance Committee | Not a member |
| Independence Status | Independent |
| FY2024 Board Attendance | ≥75% (all directors) |
Fixed Compensation (Director)
| Year (Fiscal) | Cash Retainer ($) | Equity Awards ($) | Option/Share Type | Total ($) |
|---|---|---|---|---|
| 2024 | $0 | $52,080 | Option‑based award | $52,080 |
Notes:
- Other non‑employee directors each received $109,859 in equity for FY2024; Hamilton’s $52,080 was lower (no disclosure provided on the reason) .
Performance Compensation (Director)
| Component | Metrics | Vesting/Structure | Notes |
|---|---|---|---|
| Director equity awards | No director‑specific performance metrics disclosed | Under the 2024 Incentive Plan, non‑employee director awards vest no earlier than the earlier of the one‑year anniversary or the next annual meeting at least 50 weeks after the prior annual meeting | Company‑wide equity plans include clawback policy for awards; hedging/pledging prohibited |
Other Directorships & Interlocks
| Company | Exchange | Role | Dates | Interlock/Notes |
|---|---|---|---|---|
| FaZe Holdings, Inc. | Nasdaq (prior) | Director | Jul 2022 – Mar 2024 | Prior directorship; GameSquare subsequently assumed FaZe plan awards in its equity plan infrastructure |
Expertise & Qualifications
- Turnaround/restructuring leadership; capital raising; distressed M&A and asset sales; operational stabilization .
- Esports operating expertise (AEV – Atlanta FaZe, Atlanta Reign) and diversified media/gaming corporate leadership (Greenspun) .
- Financial advisory background (Province, Inc.) and MBA (Pepperdine Graziadio) .
Equity Ownership (Skin-in-the-Game)
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Direct/Indirect Detail | Vested/Exercisable Within 60 Days |
|---|---|---|---|---|
| Paul Hamilton | 598,405 | Less than 1% | Includes 503,003 shares held by AEV Esports, LLC; Hamilton is CEO and may share voting/dispositive control over AEV’s shares | 34,132 restricted stock awards and 61,270 options exercisable within 60 days |
Additional alignment controls:
- Company policy prohibits hedging, short sales, margin accounts, and pledging of company stock by insiders and directors .
Governance Assessment
-
Strengths
- Independent status with restructuring, capital markets, and esports operating expertise that is strategically relevant to GameSquare’s portfolio (FaZe integration, esports assets) .
- Ownership alignment via meaningful equity position (including options/RSAs) though still <1% of outstanding shares .
- Board‑level controls: hedging/pledging ban; related‑party transactions reviewed/approved by Audit Committee; equity award clawback framework .
-
Watch items
- Not currently serving on board committees (Audit/Comp/N&G), which limits direct oversight influence relative to peers on those committees .
- Indirect holdings via AEV Esports, LLC overlap with esports ecosystem; no related‑party transactions involving Hamilton are disclosed, but this relationship warrants ongoing monitoring for potential conflicts should commercial dealings arise .
-
Board context
- FY2024 attendance threshold met (≥75% per director); committee composition shows independent chairs (Audit: Thomas Walker; Compensation: Travis Goff; N&G: Stuart Porter) .
- Related‑party items disclosed at the company level include a prior credit facility with a director‑affiliated entity and a convertible debenture beneficially held by a director (counterparty not identified in the proxy); Audit Committee oversees such matters .
RED FLAGS (none explicit to Hamilton in filings): No low attendance or related‑party transactions involving Hamilton were disclosed; maintain surveillance on any AEV‑GameSquare dealings (none disclosed) and on committee role evolution for oversight depth .