Ryan Cohen
GameStopAbout Ryan Cohen
Ryan Cohen, age 39, is President, Chief Executive Officer, and Chairman of GameStop; he joined the Board in January 2021, became Chairman in June 2021, and was appointed CEO in September 2023 . Cohen founded and led Chewy to market leadership and a successful sale to PetSmart before stepping down in 2018 . During fiscal 2024, GameStop reported net income of $131 million and tracked “Pay Versus Performance” against TSR, with company TSR increasing in 2024 after declines in 2021–2023; over the five-year period, company TSR meaningfully outperformed its peer group (Dow Jones Specialty Retailers Index) . Cohen has declined all salary, bonus, and equity awards; his only reported compensation in 2024 was company-paid executive security services totaling $268,553 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chewy, Inc. | Founder & CEO | Not disclosed | Led growth to market leadership; executed sale to PetSmart; stepped down in 2018 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | Cohen reported no other public company directorships |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $0 | $0 |
| Target/Actual Bonus ($) | $0 | $0 |
| Stock Awards ($) | $0 | $0 |
| All Other Compensation ($) | $0 | $268,553 (executive security) |
Notes:
- Cohen declined all forms of salary, benefits, and other compensation, except for executive security services .
Performance Compensation
Cohen declined all forms of long-term equity compensation and short-term equity incentives; there are no performance metrics, targets, or payouts applicable to him .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (no STI/LTI awards) | — | — | — | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 37,347,842 shares (8.4% of outstanding) |
| Shares Outstanding Reference | 447,300,514 shares outstanding as of April 21, 2025 |
| Pledged/Margined Shares | 22,340,018 shares in a margin account at Charles Schwab & Co., Inc.; margin credit may be extended, with potential foreclosure if maintenance requirements are not met |
| Ownership Guidelines | CEO guideline: 5x base salary; all executives and non-employee directors in compliance as of Feb 1, 2025 (new execs have 5-year grace; valuation uses 200-day average price) |
| Anti-Hedging Policy | Hedging prohibited (short sales, derivatives, collars, swaps, etc.) |
| Pledging Policy | Adopted Mar 18, 2025; pledging allowed up to 50% of the value of pledged securities at initiation, subject to pre-clearance and oversight; declines in value do not require additional collateral under company policy |
| Insider Trading Policy | Applies to directors and executives; pre-clearance required; prohibits trading on material nonpublic information |
Implications:
- Cohen’s large stake creates strong alignment, but the margin arrangement introduces potential forced-selling risk during drawdowns; company policy permits pledging subject to limits and oversight, but margin maintenance requirements can still trigger foreclosure if unmet .
Employment Terms
| Term | Cohen |
|---|---|
| Employment Agreement | None; NEOs are generally at-will and the company no longer offers employment agreements |
| Severance (Termination Without Cause) | $0 |
| Severance (Change in Control) | $0 |
| Death/Disability Benefits | $0 |
| Non-compete/Non-solicit | Not disclosed for Cohen (offer letter provisions apply to other NEOs) |
| Clawback Policy | Adopted for recovery of erroneously awarded incentive-based compensation in restatements; also allows recovery for fraud/misconduct; three-year look-back; “no fault” basis |
Board Governance
| Attribute | Detail |
|---|---|
| Roles | Chairman since June 2021; CEO since Sept 2023; Director since Jan 2021 |
| Committee Memberships | None (sole employee-director) |
| Independence | Not independent due to executive role |
| Board Leadership Structure | Combined CEO/Chair with Lead Independent Director (Alan Attal) |
| Lead Independent Director Responsibilities | Coordinates independent directors, presides without CEO/Chair present, evaluates Board performance, engages with major stockholders, oversees consultants |
| Executive Sessions | Regular sessions of independent and non-management directors without management present |
| Board Meetings | Board met five times in fiscal 2024; each incumbent director attended ≥75% of meetings of the Board and committees served |
| Investment Committee | Formed; members include Cohen and two other directors to manage the Company’s securities portfolio (see 10-K for policy details) |
Dual-role implications:
- Combined CEO/Chair can concentrate authority; mitigated by a Lead Independent Director and fully independent key committees (Audit, Compensation, Nominating), and regular executive sessions without management .
Director Compensation
| Item | Policy/Outcome |
|---|---|
| Non-Employee Director Compensation | Eliminated starting with the 2024 annual meeting; directors only benefit via their own investment appreciation |
| Committee Chair/Lead Director Fees | None (no additional compensation) |
| Cohen Director Compensation | Declined any director compensation in fiscal 2024 |
Say-on-Pay & Shareholder Feedback
| Year/Meeting | Outcome |
|---|---|
| 2024 AGM (fiscal 2023 compensation) | 98.6% approval of NEO compensation |
| 2025 AGM | Advisory vote scheduled; outcome not yet disclosed |
Performance & Track Record
| Measure | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Company TSR – value of initial fixed $100 investment ($) | 8464 | 2550 | 2377 | 1534 | 2802 |
| Peer Group TSR (Dow Jones Specialty Retailers) – value of initial fixed $100 ($) | 141 | 135 | 135 | 161 | 235 |
| Net Income ($MM) | (215) | (381) | (313) | 7 | 131 |
| U.S. Operating Profit (ex-royalties) ($MM) | (211) | (358) | (328) | (65) | 24 |
Narrative:
- TSR surged in 2020, declined 2021–2023, then increased again in 2024; over five years TSR meaningfully outperformed peer group . “Compensation Actually Paid” tracked closely with stock price; Cohen’s CAP equals SCT given he declines compensation aside from security reimbursement .
Compensation Structure Analysis
- Cash vs. equity mix: Cohen receives no cash or equity, increasing alignment purely through ownership; no guaranteed comp .
- Options to RSUs shift: Company does not currently grant options/SARs; equity framework focuses on RSUs/performance stock for other NEOs; Cohen declined equity .
- Discretionary bonuses: None for Cohen .
- Performance metrics: STI metrics for other NEOs included U.S. operating profit targets; Cohen had none .
- Repricing/modification: No indication of option repricing; company doesn’t grant options .
Related Party Transactions and Interlocks
- PSA collaboration: Board determined director Nat Turner is not independent due to role at Collectors/PSA; collaboration generated ~$9.8M in fiscal 2024; reviewed and approved by Audit Committee . No related party transactions disclosed for Cohen .
Risk Indicators & Red Flags
- Pledging/margin: Cohen pledged 22.34M shares in a margin account; margin maintenance failures could trigger foreclosure/forced selling, a potential trading overhang risk . Company Pledging Policy allows pledging up to 50% of value at initiation and requires pre-clearance and monitoring; declines in value do not require adding collateral under the policy, but margin accounts externally impose maintenance requirements .
- Governance concentration: Combined CEO/Chair role; mitigants include Lead Independent Director and fully independent committees .
- Hedging: Prohibited, reducing misalignment risk .
- Clawbacks: Adopted; reduces misconduct risk .
- Section 16(a) compliance: Two late filings reported (Nat Turner Form 3; Dan Moore Form 4); none specific to Cohen .
Compensation Committee Analysis
- Composition: Independent directors—Alan Attal (Chair), Larry Cheng, Jim Grube . Authority to engage compensation advisors; oversees pay risk, ownership/clawback policies; concluded policies not reasonably likely to have a material adverse effect .
Investment Implications
- Alignment: Cohen’s 8.4% stake and refusal of cash/equity compensation signal high alignment with shareholder outcomes; his incentive is entirely equity value appreciation .
- Trading signal risk: The margin-pledged 22.34M shares could amplify downside volatility via forced selling if maintenance thresholds are breached; monitor borrow rates, margin disclosures, and any Form 4 activity indicating collateral adjustments or dispositions .
- Governance: Combined CEO/Chair structure increases key-man and governance concentration risk; presence of Lead Independent Director and independent committees partially mitigates but investors should monitor board independence and executive sessions .
- Pay vs performance: Company TSR volatility and net income improvements in 2023–2024 occurred alongside Cohen’s tenure as Chairman/CEO; given Cohen’s lack of direct compensation, pay concerns are minimal, but operational KPIs (segment operating profit) remain the relevant drivers of incentive alignment for other executives .
- Pledging policy change: Formalization of pledging policy in March 2025 is a governance development; while providing flexibility, it requires strong oversight to avoid misalignment; monitor Nominating & Corporate Governance Committee’s annual pledge risk assessments .