Brian McGee
GoProAbout Brian McGee
Brian McGee, age 65, serves as Executive Vice President, Chief Financial Officer and Chief Operating Officer of GoPro. He joined GoPro in September 2015 as Vice President of Finance, became SVP, CFO in March 2016, EVP, CFO in February 2018, and added COO responsibilities in February 2020. He holds a B.S. in Finance from California Polytechnic State University (1983) and a Certificate in Management Accounting (1989) . GoPro’s pay programs link his incentives primarily to revenue and non-GAAP Operating Loss (post bonus) . Company performance context: 2024 revenue was $801.5 million, below the 2024 plan’s threshold, yielding no full-year bonus funding , and the Company’s five-year cumulative TSR was $25 versus peer group TSR of $112, underscoring long-term equity sensitivity in compensation outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Qualcomm | Vice President, Business Operations | May 2011 – Sept 2015 | Led business operations; prior roles culminating in VP position |
| GoPro | Vice President, Finance | Sept 2015 – Mar 2016 | Oversaw FP&A, tax, treasury, risk management |
| GoPro | Senior Vice President, Chief Financial Officer | Mar 2016 – Feb 2018 | Elevated to CFO; financial leadership |
| GoPro | Executive Vice President, Chief Financial Officer | Feb 2018 – present | Expanded CFO scope; executive leadership |
| GoPro | Chief Operating Officer | Feb 2020 – present | Operational oversight in addition to CFO responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in the proxy for Mr. McGee |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 730,000 | 730,000 |
Notes:
- 2024 base salary maintained at 2023 level per Compensation Committee decision .
Performance Compensation
Annual Cash Bonus Structure and Outcomes
- Target bonus opportunity: 100% of base salary; for McGee: $730,000 .
- Metrics and weighting: 50% Revenue, 50% non-GAAP Operating Loss (post bonus); two bonus periods—First Half (20% weight) and Full Year (80% weight) .
- First Half 2024 attainment: Revenue 77% (weighted 39%), non-GAAP Operating Loss 68% (weighted 34%); reported combined attainment and payout 79.2% for H1 and weighted total 72.9% per table . Full Year 2024 payout: 0% for both metrics . Aggregate payout level for both periods: 20% .
| Metric | Weight (%) | H1 2024 Threshold/Target | H1 2024 Attainment | H1 2024 Weighted Payout | FY 2024 Threshold/Target/Max | FY 2024 Attainment | FY 2024 Payout |
|---|---|---|---|---|---|---|---|
| Revenue | 50 | $322m / $358m | 77% | 39% | $920m / $1,025m / $1,130m | 0% | 0% |
| non-GAAP Operating Loss (post bonus) | 50 | ($69m) / ($59m) | 68% | 34% | ($24m) / ($14m) / break-even | 0% | 0% |
| Bonus Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Actual Bonus Paid ($) | 268,146 | 503,700 | 106,434 |
Long-Term Incentive Compensation (2024 Grants)
| Award Type | Grant Date | Shares (Target) | Shares (Maximum) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| PSUs | 05/15/2024 | 161,994 | 242,991 | 275,390 | Earned based on 50% Revenue and 50% non-GAAP Operating Loss (post bonus); if earned, 1/3 vests on 02/15/2025, remainder 1/12 quarterly on Feb/May/Aug/Nov, subject to continued service |
| RSUs | 05/15/2024 | 242,991 | — | 413,085 | 25% vests each anniversary starting 05/15/2025; annual tranches over 4 years, subject to continued service |
2024 vesting realized:
| 2024 Stock Vested | Shares Vested | Value Realized ($) |
|---|---|---|
| McGee RSUs/PSUs | 189,807 | 444,588 |
Equity Ownership & Alignment
| Component (as of 03/31/2025) | Shares/Units |
|---|---|
| Class A common stock held directly | 95,089 |
| Class A held by spouse | 276 |
| Options exercisable within 60 days | 576,113 |
| RSUs that may settle within 60 days | 60,747 |
| PSUs that may settle within 60 days | 6,084 |
| Total beneficially owned Class A (SEC calculation for McGee) | 738,309; less than 1% of Class A outstanding |
Policies affecting alignment and trading:
- Prohibition on hedging and pledging (and trading on margin) for executives and directors; Rule 10b5-1 plans may be used in compliance with updated SEC/Nasdaq rules (policy amended Feb 27, 2023) .
- Stock ownership guidelines: CFO must achieve ownership equal to 2x annual base salary within five years of becoming subject to the policy .
Outstanding equity awards (selected items at 12/31/2024):
| Instrument | Exercisable / Unexercisable | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market/Payout Value ($) |
|---|---|---|---|---|---|
| Stock Option | 30,000 / 0 | 28.54 | 10/14/2025 | — | — |
| Stock Option | 86,800 / 0 | 10.71 | 02/02/2026 | — | — |
| Stock Option | 113,636 / 0 | 9.44 | 02/14/2027 | — | — |
| Stock Option | 25,184 / 0 | 5.74 | 05/14/2028 | — | — |
| Stock Option | 95,819 / 0 | 7.55 | 05/14/2029 | — | — |
| Stock Option | 90,423 / 0 | 4.08 | 02/17/2030 | — | — |
| RSU | — | — | — | 18,321 | 19,970 |
| RSU | — | — | — | 51,177 | 55,783 |
| RSU | — | — | — | 160,715 | 175,179 |
| RSU | — | — | — | 242,991 | 264,860 |
| PSU | — | — | — | 2,384 | 2,599 |
| PSU | — | — | — | 30,421 | 33,159 |
Employment Terms
Change-in-control and severance (other NEOs including McGee):
- Double-trigger CoC protection: If terminated without cause or resign for good reason within 3 months before or 12 months after a change in control, executive receives 12 months base salary, 100% of target annual bonus, $3,000/month for 12 months in lieu of benefits, and full acceleration of all unvested equity (including performance-based awards) immediately prior to separation. No excise tax gross-ups; 280G cutback applies to maximize after-tax value .
- Non-CoC termination: Eligible for severance per Executive Severance Policy; estimated amounts are disclosed by scenario .
Estimated severance and CoC economics (as of 12/31/2024):
| Scenario | Severance Payment ($) | Medical Benefits ($) | Accelerated Equity Vesting ($) | Total ($) |
|---|---|---|---|---|
| Termination without CoC | 1,460,000 | 36,000 | — | 1,496,000 |
| Termination with CoC | 1,460,000 | 36,000 | 551,550 | 2,047,550 |
Clawback and governance:
- Compensation Recoupment Policy: Company may recover paid or unvested incentive compensation in cases of misconduct or supervisory failure, at the Compensation Committee’s direction (scope includes unjust enrichment and broader considerations) .
- Equity grant timing policies and governance controls to avoid grants near material non-public information events .
Performance & Track Record
| Company Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($ thousands) | 1,005,459 | 801,473 |
| GAAP Net Income (Loss) ($ thousands) | (53,183) | (432,311) |
| Cumulative TSR (five-year ending 12/31/2024) | — | $25 (Company) vs $112 (Peer Group) |
Context for incentive alignment:
- Pay versus performance disclosures emphasize alignment of compensation actually paid with TSR and revenue, reflecting heavy equity weighting (~60% of NEO compensation at target in RSUs/PSUs/options) and bonus linkage to revenue/non-GAAP Operating Loss (post bonus) .
Compensation Committee Analysis
- Market benchmarking and design support provided by independent consultant Compensia; 2024 base salaries and LTI mix reviewed against peers, with 60% RSUs and 40% PSUs to balance retention and performance alignment .
- Say-on-Pay frequency: annual advisory vote; Board considers results in ongoing program design .
Investment Implications
- Pay-for-performance alignment: With revenue and non-GAAP Operating Loss (post bonus) as core metrics, 2024 full-year bonus was not funded, highlighting downside sensitivity in cash incentives when plan thresholds are missed .
- Equity-driven incentives and vesting cadence: RSUs vest annually each May 15 starting 2025 and PSUs (if earned) vest quarterly on Feb/May/Aug/Nov after initial vesting—these recurring dates may create periodic supply from insider sales under Rule 10b5-1 plans, though hedging/pledging is prohibited .
- Ownership alignment: McGee’s beneficial ownership (738,309 Class A equivalent for SEC purposes; <1% of Class A) plus substantial outstanding/exercisable options and unvested RSUs/PSUs indicate equity exposure, with stock ownership guidelines requiring 2x salary holding, supporting alignment but with limited percentage ownership influence .
- Retention and CoC terms: Double-trigger CoC acceleration and one-year salary plus 100% target bonus and benefits provide moderate protection; 280G cutback and absence of gross-ups are shareholder-friendly features that limit windfalls .