Travis Goff
About Travis Goff
Travis Goff, age 41, has served as an independent director of GameSquare Holdings since September 2021. He is President of Goff Capital, Inc. (since March 2009), previously an analyst at Morgan Stanley (2007–2009), and holds a B.A. in Economics from the University of Texas at Austin . He is the Chair of the Compensation Committee and serves on the Audit and Nominating & Governance Committees; the Board has determined committee members are independent under Nasdaq guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Analyst | 2007–2009 | Early-career finance experience |
| Mid-Con Energy Partners (Nasdaq-listed) | Director | Jun 2020–Jan 2021 | Prior public board experience |
| Wyreline Transformation, LLC (merged into API Perforating) | Director | Sep 2019–Jan 2024 | Energy services; merger exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goff Capital, Inc. | President | Mar 2009–present | Manages public/private investments |
| Canyon Ranch | Director | Since Jul 2023 | Private portfolio company governance |
| Waterloo Solutions | Director | Since Nov 2021 | Private portfolio company governance |
| Alto | Director | Since Jun 2021 | Private portfolio company governance |
| Cascade Engineering Technologies, Inc. | Director | Since Sep 2020 | Private portfolio company governance |
| ProbablyMonsters, Inc. | Director | Since Jul 2019 | Gaming studio governance |
Board Governance
- Committees and roles: Audit (member), Compensation (Chair), Nominating & Governance (member) .
- Independence: Board determined Audit, Compensation, and Nominating & Governance members are independent under Nasdaq rules .
- Attendance: In FY2024, the Board held six meetings and each director attended at least 75% of Board and committee meetings on which they served .
- Tenure and classification: Class I director since Sep 2021; nominated for re‑election to a term through the 2028 meeting (declassification contemplated beginning with 2026 if merger proposal approved) .
| Committee | FY2023 Meetings | FY2024 Meetings |
|---|---|---|
| Audit | 4 | 4 |
| Compensation | 3 | 2 |
| Nominating & Governance | 1 | 1 |
Fixed Compensation
Director compensation disclosures show no cash fees and option-based awards.
| Fiscal Year | Fees Earned ($) | Share-Based Awards ($) | Option-Based Awards ($) | Non-Equity Incentive ($) | Pension Value ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | - | 23,901 | - | - | - | - | 23,901 |
| 2024 | - | - | 109,859 | - | - | - | 109,859 |
Notes:
- Committee chair/member fees, meeting fees, and cash retainers are not disclosed in the proxy tables; hyphens indicate none or not applicable .
Performance Compensation
- Director equity is delivered primarily via option awards; no specific performance metrics (e.g., TSR, revenue growth) tied to director compensation are disclosed in the director compensation section .
| Metric | FY2023 | FY2024 |
|---|---|---|
| Performance metrics in director pay (TSR, EBITDA, ESG) | Not disclosed | Not disclosed |
| Equity award type | Stock awards (value $23,901) | Options (value $109,859) |
Other Directorships & Interlocks
| Entity | Relationship | Detail |
|---|---|---|
| Entities affiliated with John C. Goff | 5%+ shareholder | 6,342,653 shares as of 9/5/2025 (6.4%); complex control via Goff Jones, JCG Holdings, Goff Capital, Goff Family Trust |
| Blue & Silver Ventures, Ltd. | 5%+ shareholder and lender | 6,570,647 shares as of 9/5/2025 (6.6%); $2.0M secured promissory note (10% interest; paid $2,071,232.88 by 7/23/2025) |
| Goff & Jones Lending Co, LLC | Related-party lender | $5M credit facility entered 6/30/2022; accrued interest/legal fees; repaid by Q2 2023; linked to one of the Company’s directors |
| Convertible debenture (director counterparty) | Related-party instrument | $1.25M 7% debenture (matures 8/31/2025; $4.40 conversion) beneficially held by a director of the Company |
Mitigations: Audit Committee reviews, approves, and oversees related party transactions and disclosures .
Expertise & Qualifications
- Finance/operator background: President of Goff Capital managing diversified investments; ex-Morgan Stanley analyst .
- Industry exposure: Energy, gaming, and consumer wellness through portfolio boards; prior public company board experience (Mid-Con Energy Partners) .
- Education: B.A. in Economics, University of Texas at Austin .
- Board contribution: Compensation Committee Chair with oversight of CEO and executive pay programs .
Equity Ownership
| Metric | 12/31/2024 | 9/5/2025 |
|---|---|---|
| Total beneficial ownership (shares) | 186,955 | 187,135 |
| Ownership % of outstanding | <1% (0.6% implied on 32.64M shares outstanding) | <1% (on 98.36M shares outstanding) |
| Direct shares | 50,249 | 50,429 |
| Warrants exercisable within 60 days | 5,395 | 5,395 |
| Stock options exercisable within 60 days | 131,311 | 131,311 |
Pledging/Hedging: No pledging or hedging disclosures identified in the proxy; ownership guidelines for directors not disclosed .
Insider Trades
| Date/Type | Security | Quantity | Price | Resulting Direct Holdings |
|---|---|---|---|---|
| Award (Form 4) | Common Shares | 35,971 | $1.39 | 50,429 |
Note: Form 4 summary links above indicate an equity award; consult EDGAR for full details (CIK 0001813595) .
Governance Assessment
- Independence and attendance: Serves as Compensation Chair and on Audit/Nominating committees, all deemed independent; attendance met at least 75% in FY2024, supporting engagement and board effectiveness .
- Compensation oversight: As Chair, Goff oversees CEO and executive compensation, with the proxy noting a relatively informal process given company size; director pay is equity-heavy (options), aligning incentives with shareholder value without disclosed performance metrics for directors .
- Ownership alignment: Holds equity via direct shares, warrants, and options exercisable within 60 days; stake is modest (<1%), but alignment exists through equity grants .
- Potential conflicts—RED FLAGS:
- Related-party financing: A $5M credit facility in 2022 with Goff & Jones Lending Co, LLC (related via a director), since repaid, raises conflict-of-interest considerations; Audit Committee oversight in place .
- Significant shareholder interlock: Entities affiliated with John C. Goff (and Blue & Silver Ventures) are major holders; Goff’s role at Goff Capital suggests network proximity to significant shareholders, warranting ongoing monitoring of recusal practices and transaction review rigor .
- Convertible debenture beneficially held by a director (not necessarily Goff) indicates related-party financial arrangements requiring continued robust governance oversight .
- Signals for investors: Independence determinations, committee leadership, and documented audit oversight on related-party matters are positives; however, the presence of related-party financing and concentrated shareholder affiliations is a governance risk that should be monitored, especially in compensation and capital-raising decisions .