Jason C. Stephen
GoProAbout Jason C. Stephen
Jason Stephen serves as Vice President, General Counsel & Corporate Secretary at GoPro, promoted in May 2025 after serving as Deputy General Counsel & Assistant Corporate Secretary (Nov 2020–May 2025), Associate General Counsel & Assistant Corporate Secretary (Sep 2017–Nov 2020), and Senior Product Counsel (Nov 2015–Sep 2017) . He holds a J.D. from Suffolk University School of Law and a B.A. in History from the University of Missouri–Kansas City . In 2025, company PSUs tied to revenue and non-GAAP operating loss were forfeited due to performance below threshold—relevant to pay-for-performance alignment across executives . GoPro’s revenue fell to $801.5M in FY2024 (from $1.005B in FY2023 and $1.093B in FY2022) and net income turned to a loss, framing tougher performance conditions during his recent tenure [GetFinancials: Revenues FY2024/2023/2022; Net Income FY2024/2023/2022].
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GoPro | VP, General Counsel & Corporate Secretary | May 2025–Present | Elevated to lead legal and corporate secretary functions amid transition of prior CLO; signatory on SEC filings |
| GoPro | Deputy General Counsel & Assistant Corporate Secretary | Nov 2020–May 2025 | Senior leadership in governance and securities; prepared for succession to GC role |
| GoPro | Associate General Counsel & Assistant Corporate Secretary | Sep 2017–Nov 2020 | Expanded corporate governance responsibilities |
| GoPro | Senior Product Counsel | Nov 2015–Sep 2017 | Product counseling at scale during portfolio evolution |
| Bose Corporation | Corporate Division Counsel | Sep 2008–Nov 2015 | Led corporate legal work supporting global operations |
| Bose Corporation (Europe) | European Legal Counsel | Jul 2006–Aug 2008 | First European legal hire, building regional legal function |
| Brennan, Caron, Lenehan & Iacopino | Associate Attorney | Aug 2004–Apr 2006 | Early career litigation/corporate practice experience |
External Roles
No public company board memberships or external directorships disclosed in company IR materials .
Fixed Compensation
Not disclosed for Jason C. Stephen (he is not a Named Executive Officer in GoPro’s 2024 or 2025 proxies) .
Performance Compensation
Company-wide executive program context (Jason’s specific awards not disclosed):
| Metric | Weighting | Target | Threshold | Maximum | Vesting/Payout Outcome |
|---|---|---|---|---|---|
| Revenue | 50% | $1,025,000,000 | $920,000,000 | $1,130,000,000 | 2024 PSU tranche forfeited (below threshold) |
| Non-GAAP Operating Loss (post bonus) | 50% | $(14,000,000) | $(24,000,000) | $(4,000,000) | 2024 PSU tranche forfeited (below threshold) |
In Feb 2025, Compensation Committee certified both metrics below threshold; all 2024 PSUs were forfeited for NEOs—indicating strict pay-for-performance enforcement .
Equity Ownership & Alignment
- Stock ownership guidelines: Section 16 officers (including GC) must achieve ownership valued at 2× base salary within 5 years; CEO at 5×; directors at 5× annual retainer .
- Hedging/pledging: Strict prohibitions on hedging, pledging, monetization, margin trading in company securities .
- Rule 10b5-1 plan: Adopted Aug 19, 2025, expiring Aug 19, 2026; maximum 123,756 Class A shares to be sold from RSU/PSU vesting, previously vested RSUs, and ESPP purchases; excludes shares withheld for taxes; PSUs have 0–150% payout range; actual sales may be below max due to price/vesting conditions .
- Officer status/signatory: Stephen is an officer under Rule 16a-1(f); signs SEC reports as VP, General Counsel & Secretary .
| 10b5-1 Plan Detail | Value |
|---|---|
| Adoption Date | Aug 19, 2025 |
| Expiration Date | Aug 19, 2026 |
| Max Shares Under Plan | 123,756 Class A shares |
| Sources of Shares | RSU/PSU vesting, previously vested RSUs, ESPP purchases |
| Withholding Treatment | Net share settlement excludes tax-withheld shares |
| PSU Payout Range | 0%–150% of target |
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At-will; executive arrangements approved by Board/Comp Committee |
| Executive Severance Policy (VP-level & NEOs, excludes CEO) | Cash lump sum equal to 12 months base salary; employer-paid COBRA up to 12 months; cooperation and non-disparagement for 6 months post-termination; greater-of benefits if change-in-control policy applies |
| Change-in-Control (double trigger) for non-CEO executives | If terminated without cause or resign for good reason within 3 months before or 12 months after CIC: 12 months base salary plus 100% of target annual bonus (and standard COBRA provisions) |
| Clawback (Compensation Recovery Policy) | Dodd-Frank/Nasdaq-compliant recovery of incentive compensation after restatement; may recover from current/former executives and Section 16 officers regardless of fault; filed as exhibit to FY2023 10-K |
| Stock option/RSU grant governance | Equity grants below executive staff level delegated to Equity Management Committee; all VP and above grants require Compensation Committee approval; grants on standardized quarterly cadence |
| Anti-hedging/pledging | Prohibited for employees, executives, and directors |
Performance & Track Record
Company performance during recent years relevant to incentive outcomes:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 1,093,541,000 * | 1,005,459,000 * | 801,473,000 * |
| EBITDA ($) | 56,120,000* | -67,743,000* | -101,778,000* |
| Net Income ($) | 28,847,000 * | -53,183,000 * | -432,311,000 * |
*Values retrieved from S&P Global.
Context
- FY2024 revenue declined 20% YoY to $801.5M; PSU awards tied to revenue and non-GAAP operating loss were forfeited (below threshold), reinforcing strict pay-performance linkage .
- FY2024 net loss widened materially, aligning with the Compensation Committee’s decision to zero out 2024 PSUs .
Investment Implications
- Compensation alignment: Executive programs enforce performance discipline—2024 PSUs forfeited on below-threshold metrics—reducing windfall risk and signaling committee rigor .
- Insider selling pressure: Stephen’s 10b5-1 plan (max 123,756 shares) is structured to sell primarily newly vested equity and ESPP shares, with price/vesting conditions and tax withholding exclusions; net selling may be modest versus max cap .
- Retention/transition: As a VP-level officer, Stephen is eligible for the Executive Severance Policy (12 months salary; in CIC scenarios, 12 months salary + 100% target bonus), which reduces exit friction while preserving double-trigger discipline—balanced retention without single-trigger acceleration .
- Alignment policies: Ownership guidelines (2× salary for Section 16 officers) and prohibitions on hedging/pledging mitigate misalignment risk; clawback policy strengthens governance and recovery in restatement scenarios .
- Execution risk backdrop: Multi-year declines in revenue and negative EBITDA in FY2023–FY2024 frame elevated execution demands into GoPro’s product roadmap; legal leadership continuity and governance rigor are supportive, but financial recovery remains the key driver of compensation outcomes and potential equity realizations [GetFinancials table] .