Thomas Walker
About Thomas Walker
Thomas “Tom” Walker, 51, is an independent director of GameSquare Holdings, Inc., serving on the Board since September 2021. He is Chief Financial Officer of the Dallas Cowboys Football Club and the Jones Family Office (since April 2004) and previously held personal financial planning roles at KPMG LLP. He holds a B.S. in Finance and an M.S. in Accounting from Oklahoma State University. The Board has determined he is independent under Nasdaq rules; he chairs the Audit Committee and is designated an “Audit Committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dallas Cowboys Football Club & Jones Family Office | Chief Financial Officer | April 2004–present | Oversees financial operations of the football organization and the diverse interests of the Jones Family Office |
| KPMG LLP | Personal financial planning roles | Prior to 2004 | Financial planning roles prior to joining the Cowboys/Jones Family Office |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Public company directorships | — | None disclosed in the GameSquare proxy biography for Mr. Walker | — |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Audit and Nominating & Governance Committee members (including Walker) are independent under Nasdaq guidelines |
| Committee assignments | Audit Committee (Chair); Nominating & Governance Committee (Member) |
| Audit Committee “financial expert” | Board designated Thomas Walker as an “Audit Committee financial expert” under SEC rules |
| Committee meetings held (FY 2024) | Audit: 4; Compensation: 2; Nominating & Governance: 1 |
| Board meetings and attendance (FY 2024) | Board held 6 meetings; each director attended at least 75% of board and applicable committee meetings |
| Director since | September 2021 (Class I director) |
| Age | 51 |
Fixed Compensation (Director)
| Year | Fees Earned ($) | Share-Based Awards ($) | Option-Based Awards ($) | Non-Equity Incentive ($) | Pension Value ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | — | — | 109,859 | — | — | — | 109,859 |
| 2023 | — | 23,901 | — | — | — | — | 23,901 |
Notes:
- The 2024 director pay mix for Walker was entirely option-based, with no cash retainer reported .
- In 2023, director equity was reported as share-based awards (no options) for Walker .
Performance Compensation (Equity and Policies)
| Item | Detail |
|---|---|
| Director equity form (2024) | Option-based award valued at $109,859 for Walker |
| Clawback policy | Awards under equity plans are subject to the Company’s Compensation Clawback Policy; plan administrator may impose additional recoupment provisions |
| Hedging/pledging restrictions | Insiders and directors are prohibited from short sales, options, hedging/monetization transactions, holding securities on margin, or pledging as collateral |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Walker in the Company’s proxy biography |
| Committee roles at other issuers | None disclosed |
| Notable affiliations in bio | CFO of Dallas Cowboys Football Club and the Jones Family Office |
Expertise & Qualifications
- Financial leadership: CFO since 2004 at a large professional sports organization and family office, bringing deep finance, controls, and multi-industry exposure .
- Audit oversight: Audit Committee Chair and SEC-designated “financial expert” .
- Education: B.S. Finance; M.S. Accounting (Oklahoma State University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes (as of Sept 5, 2025) |
|---|---|---|---|
| Thomas Walker | — | — | No beneficial ownership reported for Walker in the Security Ownership table (dashes shown) |
Additional context:
- As of Sept 5, 2025, 98,361,398 common shares were outstanding .
- The Company’s Insider Trading Policy bans hedging and pledging by directors, which reduces alignment risk from those practices .
Related-Party Exposure (Context for Audit Chair Oversight)
| Transaction | Counterparty | Summary | Period/Status |
|---|---|---|---|
| Secured promissory note | Blue & Silver Ventures, Ltd. (significant investor) | $2.0M note at 10% interest; payable on demand/no later than July 1, 2025; security interest in Company assets; $2,071,232.88 paid as of July 23, 2025 | Entered March 25, 2025 |
| Credit facility | Goff & Jones Lending Co., LLC (related party by virtue of one director) | $5.0M, 1-year term (matured June 30, 2023); accrued interest and legal fees in 1Q23; paid off by 2Q23; not renewed | 2022–2023 |
| Convertible debenture | Beneficially held by a director | $1.25M, 7% interest (paid at maturity), conversion price $4.40; maturity Aug 31, 2025 | Extended Sept 1, 2022 |
- Policy and process: The Audit Committee reviews, approves, and oversees related-party transactions, and may use external advisors; appropriate disclosure is required . Walker, as Audit Chair, has a central oversight role over these processes .
Governance Signals and Shareholder Mechanics
- Annual meeting quorum: The 2025 annual meeting was adjourned (insufficient quorum) and reconvened to a later date, indicating logistical or engagement challenges; meeting was to reconvene Dec 4, 2025 with the same record date .
- Board structure: A proposal to declassify the Board (move to one-year terms) was included in 2025 materials alongside other charter updates .
Governance Assessment
-
Strengths
- Independent director with deep finance background; Audit Committee Chair and SEC “financial expert,” aligning with robust financial oversight .
- Committee independence affirmed; Audit, Compensation, and Nominating & Governance Committees composed of independent directors .
- Attendance threshold met (≥75%) and active committee cycle (Audit met 4x in 2024) .
- Strong conduct policy banning hedging and pledging by directors .
- Equity awards subject to clawback policy, supporting accountability .
-
Watch items / potential red flags
- No beneficial ownership reported for Walker as of Sept 5, 2025, which may reduce perceived “skin in the game” versus peers who hold shares .
- Presence of related-party financings (significant investor note; related-party credit facility; debenture beneficially held by a director) elevates conflict-risk optics; oversight rests with the Audit Committee (chaired by Walker) .
- 2025 annual meeting adjournment for lack of quorum suggests potential shareholder engagement or logistical issues; while not attributable to any one director, it is a governance signal investors monitor .
-
Compensation mix implications
- Shift from 2023 share-based awards ($23,901) to 2024 option-based awards ($109,859) for Walker increases at-risk/equity-linked pay and potential alignment with long-term performance, though the proxy does not specify director-performance conditions for vesting .