Stuart Porter
About Stuart Porter
Stuart Porter (age 59) is an independent director of GameSquare Holdings (ticker: GAME) since April 2023. He is Founder, Managing Partner, CEO and CIO of Denham Capital, with 30+ years of global investing experience; prior roles include founding partner at Sowood Capital Management, VP/Portfolio Manager at Harvard Management Company, and positions at J. Aron (Goldman Sachs) and Cargill. He holds a B.A. from the University of Michigan and an M.B.A. from the University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denham Capital | Founder; Managing Partner; CEO/CIO | Since 2004 (noted) | Led global energy investing; managed London and Perth offices |
| Sowood Capital Management LP | Founding Partner | Not disclosed | Oversaw energy trading/investment portfolios |
| Harvard Management Company, Inc. | Vice President; Portfolio Manager | Not disclosed | Managed energy portfolios in public/private sectors |
| J. Aron (Goldman Sachs) | Energy trading/investment | Not disclosed | Trading and investment roles |
| Cargill | Energy trading/investment | Not disclosed | Trading and investment roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ChampionX Corporation (Nasdaq: CHX) | Director | Since June 2020 | Chemistry programs, drilling tech; public company directorship |
Board Governance
- Independence: Independent director under Nasdaq rules; all current directors except CEO Justin Kenna and President/Chair Louis Schwartz are independent .
- Committees:
- Compensation Committee (member; Chair: Travis Goff) .
- Nominating & Governance Committee (member and Chair) .
- Not on Audit Committee .
- Attendance: Board held 6 meetings in FY2024; each director attended at least 75% of board/committee meetings; directors were expected to attend the annual meeting and those on the board in 2024 attended . In FY2023, the board held 12 meetings; each director attended at least 75% .
- Risk oversight: Committees oversee respective risk areas; Audit covers controls/reporting, Compensation covers compensation risk, Nominating covers board independence/composition .
Fixed Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Fees earned (cash) | — | — |
| Committee membership fees | Not disclosed | Not disclosed |
| Committee chair fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
| Total cash | — | — |
Note: The proxy’s director compensation table for FY2024 shows only option-based awards for directors (no cash fees disclosed), indicating an equity-heavy mix for that year .
Performance Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Share-based awards ($) | — | — |
| Option-based awards ($) | — | $109,859 |
| Non-equity incentive plan | — | — |
| Total equity awards ($) | — | $109,859 |
Performance metric framework for director awards:
| Metric | Disclosed for Director Awards? | Source/Notes |
|---|---|---|
| Specific financial targets (Revenue, EBITDA, TSR, ESG) | Not disclosed | Company states long-term incentives are discretionary without formal objective measures; RSU plan allows performance goals at board discretion . |
| Clawback provisions | Yes (policy exists) | Awards subject to Compensation Clawback Policy; plan allows additional clawback terms . |
Other Directorships & Interlocks
| Company/Entity | Relationship | Overlap/Interlock |
|---|---|---|
| ChampionX Corporation | Current public company director | None disclosed with GameSquare’s competitors/suppliers/customers . |
| Denham Capital | Managing Partner (investment firm) | No related-party transactions disclosed with GameSquare via Denham . |
Related-party exposure at GameSquare (board-level context, not attributed to Porter):
- Convertible debenture (aggregate principal $1.25M; 7% interest; conversion price $4.40; maturity Aug 31, 2025) beneficially held by a director; original participation constitutes a related-party transaction .
- Prior $5M credit facility with Goff & Jones Lending Co, LLC (related party by virtue of a director); matured and paid off by Q2 2023 .
Expertise & Qualifications
- Financial/investment expertise (energy markets, public/private portfolios) and global operational oversight (offices in London and Perth) .
- Governance leadership as Chair of Nominating & Governance Committee .
- Academic credentials: University of Michigan (B.A.); University of Chicago Booth (M.B.A.) .
Equity Ownership
| Metric | Dec 31, 2024 (older) | Sep 5, 2025 (newer) |
|---|---|---|
| Total beneficial ownership (shares) | 1,381,186 | 1,381,186 |
| Ownership % of shares outstanding | 4.2% | 1.4% |
| Direct shares | 899,357 | 899,357 |
| Warrants exercisable within 60 days | 107,914 | 107,914 |
| Options exercisable within 60 days | 148,933 | 148,933 |
| Indirect shares (Three Curve Capital LP) | 216,666 | 216,666 |
| Shares pledged as collateral | Company policy prohibits pledging by insiders (no pledging permitted) |
Notes:
- Breakdown reflects securities exercisable within 60 days (thus currently exercisable/vested); unexercisable/unvested detail not disclosed for directors .
- Ownership % decreased YoY due to higher outstanding shares (98,361,398 by Sep 5, 2025 vs. 32,635,995 by Dec 31, 2024) .
Governance Assessment
- Committee leadership and independence: Porter chairs Nominating & Governance and serves on Compensation; the board’s committees are independent, supporting oversight quality .
- Attendance and engagement: Board met 6 times in 2024 and 12 in 2023; each director attended ≥75% of applicable meetings; all directors at the 2024 annual meeting, indicating baseline engagement .
- Alignment and incentives: Director compensation in 2024 was option-heavy (Porter: $109,859 options, no cash fees disclosed), enhancing equity alignment but warrants monitoring dilution given the evergreen incentive plan expansion to up to 20% of outstanding shares annually upon approval .
- Shareholder-friendly governance changes: Board proposed declassifying directors, eliminating supermajority provisions, and increasing authorized shares; if approved, directors would be elected annually from 2026 with majority vote standards for charter amendments—positive for accountability, though authorization increase raises dilution risk .
- Related-party oversight: Audit Committee reviews related-party transactions; existing disclosures include a director-held convertible debenture and a prior facility with an entity related to a director—ongoing oversight is essential to mitigate conflict risk .
- Hedging/pledging policy: Insider Trading Policy prohibits hedging, short sales, margin accounts and pledging—supports ownership alignment .
RED FLAGS: Related-party financing (director-held convertible debenture; prior facility tied to a director) requires vigilant Audit Committee oversight . Evergreen plan (up to 20% of outstanding shares) can inflate dilution if not tightly governed .
Additional Notes
- Independence status, committee assignments, and leadership roles support board effectiveness: Porter is independent and leads governance .
- Say-on-pay and shareholder feedback: Proposals scheduled; vote outcomes not provided in the proxies reviewed .
- Insider trades: Form 4 transactions were not disclosed in the provided proxy materials; refer to SEC filings for up-to-date Form 4 data (not available in the documents above).