Mark Robinson
GameStopAbout Mark Robinson
Mark Robinson is GameStop’s General Counsel and Secretary, serving in this role since January 2022; he joined GameStop in August 2015 and oversees the company’s legal and human resources functions . He is 47 years old and has been an executive since June 7, 2023; he briefly served as General Manager from June–September 2023 and as the principal executive officer in 2023 for a short period . Prior to GameStop, he was an attorney at Norton Rose Fulbright and Jones Day, advising on corporate and finance transactions . Key disclosed performance metrics tied to executive compensation include United States Operating Profit (excluding royalties), which was $24 million in fiscal 2024, and company Net Income of $131 million; the company’s short-term equity incentives for 2024 did not pay out against a $50 million operating profit target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GameStop | Senior Counsel | Aug 2015–Jun 2020 | Legal counsel across corporate and finance matters |
| GameStop | VP, Assistant General Counsel | Jun 2020–Jan 2022 | Senior legal leadership; supported governance and compliance |
| GameStop | General Counsel & Secretary | Jan 2022–Present | Oversees legal and human resources functions |
| GameStop | General Manager | Jun 2023–Sep 2023 | Operational leadership stint; transitioned back to GC |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Norton Rose Fulbright | Attorney | Not disclosed | Counsel on corporate and finance transactions |
| Jones Day | Attorney | Not disclosed | Counsel on corporate and finance transactions |
Fixed Compensation
Multi-year pay details from Summary Compensation Table.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary | $193,846 | $200,000 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus Paid | $76,154 | $0 |
| Stock Awards (Grant-date FV) | $225,990 | $274,151 |
| Non-Equity Incentive Plan Compensation | $60,000 | $0 |
| All Other Compensation | $7,657 | $0 |
| Total Compensation | $563,647 | $474,151 |
- Annual base salary set at $200,000 in fiscal 2024; base salaries are a small component of target total compensation by design .
Performance Compensation
Short-term equity incentive structure and outcome (STI) and disclosed performance measures.
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| STI FY 2024 | U.S. Operating Profit (ex royalties) | Single metric (not disclosed) | $50 million | $24 million | $0; criteria not achieved | Quarterly on grant date and subsequent July 1, Oct 1, Jan 1 for earned awards |
| Company-Selected Measure | U.S. Operating Profit (ex royalties) | Not applicable | Not applicable | $24 million (FY 2024) | Not applicable | Not applicable |
- The Compensation Committee approved intended STI grant values of $500,000 for each of fiscal years 2024 and 2025 for Robinson, subject to the $50 million operating profit hurdle and continued employment; FY 2024 criteria were not met and no award was granted on April 1, 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 37,663 shares; includes 5,266 unvested RSUs |
| % of Shares Outstanding | Less than 1% (“*”) out of 447,300,514 shares outstanding as of April 21, 2025 |
| Unvested RSUs Outstanding | 2,328 (7/1/2021), 16,232 (7/1/2022), 5,876 (7/1/2024 at FY-end), total values per table below |
| Pledging | No pledging disclosed for Robinson; Board adopted a pledging policy allowing pledges up to 50% LTV, subject to controls |
| Ownership Guidelines | NEOs required to hold 3× base salary; all executive officers were compliant or within grace period as of Feb 1, 2025 |
| Anti-Hedging & Clawback | Anti-hedging policy prohibits hedging; clawback adopted in fiscal 2023 for restatements/misconduct |
Outstanding and recently granted RSUs (market values at FY-end where disclosed):
| Grant Date | Units Unvested at 2/1/2025 | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| 7/1/2021 | 2,328 | $62,623 | 6 tranches over 4 years: 5% at 12 months, 15% at 24 months, 20% each subsequent 6 months |
| 7/1/2022 | 16,232 | $436,641 | 6 tranches over 3 years: 16% at 3 months, 16% at 9 months, 17% each subsequent 6 months |
| 7/1/2024 | 5,876 | $158,064 | 4 equal tranches every 3 months, fully vested one year from grant date |
Recent grants in fiscal 2024:
| Grant Date | Shares/Units | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|
| 7/1/2024 | 11,751 | $274,151 | Vests in 4 equal tranches every 3 months until 1 year from grant |
Vesting activity (liquidity cadence):
| Metric | FY 2024 |
|---|---|
| Shares Acquired on Vesting | 53,027 |
| Value Realized on Vesting | $1,083,931 |
- Options: The company does not grant stock options or SARs; none outstanding in fiscal 2024 .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Status | At-will; executives restricted from competing post-termination for a period; standard benefits eligibility |
| Severance – Termination Without Cause | Six months base salary ($100,000) and six months COBRA; acceleration of RSUs scheduled to vest within six months post-termination; estimated accelerated RSU value $657,328 (valued at $26.90 closing price on Jan 31, 2025) |
| Severance – Termination Without Cause Upon Change in Control | Same amounts; total $767,818 (salary $100,000, medical $10,490, accelerated RSUs $657,328) |
| Bonus Severance Element | Unpaid new hire/transformation bonus potentially subject to acceleration upon termination (amount not applicable in current periods) |
| Clawback | Recovery of erroneously awarded incentive-based compensation for restatements; misconduct-based recovery allowed |
| Anti-Hedging | Hedging strategies and derivative transactions prohibited |
| Pledging | Permitted up to 50% LTV with pre-clearance, monitoring and annual risk assessment |
Compensation Structure Analysis
- Equity-heavy model: Base salary is modest ($200,000 in FY 2024), with compensation primarily in long-term RSUs; short-term equity incentives are only earned upon objective profitability targets .
- STI discipline: FY 2024 STI ($500,000 intended grant value) did not pay given U.S. Operating Profit (ex royalties) of $24 million vs $50 million hurdle, indicating a strict pay-for-performance approach .
- Severance conservatism: No enhanced change-in-control multiple; severance anchored to six months salary plus medical and limited acceleration of scheduled RSU tranches, which reduces windfall risk .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval was 98.6% for fiscal 2023 at the 2024 annual meeting, signaling shareholder support for the compensation framework .
Investment Implications
- Alignment: Robinson’s compensation is primarily equity-based, and STI is keyed to segment operating profit; FY 2024 payout failure underscores performance-contingent design, which should align incentives with profitability .
- Retention risk: Severance is modest (six months salary plus medical) with only near-term RSU tranches accelerated, which limits “golden parachute” risks but may increase retention sensitivity to equity value .
- Supply/dilution dynamics: RSU vesting cadence (notably from the July 2022 and July 2024 awards) created material vesting in FY 2024 ($1.08 million realized), and remaining tranches through July 2025 may create incremental insider liquidity events; no options outstanding .
- Governance controls: Anti-hedging and clawback policies, plus monitored pledging policy with a 50% LTV cap, reduce misalignment and risk of forced selling; no pledging disclosed for Robinson .