Stephen Hood
About Stephen Hood
Stephen Hood, 47, is Chief Executive Officer and President of Motorsport Games Inc. (MSGM) since April 19, 2023, with prior roles including President of MSGM (2019–2022) and senior creative leadership posts at Codemasters, Dovetail Games, Ideaworks, and Lionhead Studios; he is a BAFTA award-winning developer in simulation and sports gaming, and has led esports initiatives at Autosport Media UK Limited, a Driven Lifestyle subsidiary . MSGM’s filings do not disclose his formal education nor executive-specific TSR or revenue/EBITDA growth metrics tied to his performance; company-level context includes a 2023 going-concern emphasis from the former auditor, underscoring execution risk for the business environment during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Motorsport Games Inc. | President | Apr 2019–Jan 2022 | Led racing game portfolio and studio operations . |
| Motorsport Games Limited (UK) | President | Feb 2020–Jan 2022 | Managed UK operations and development pipeline . |
| 704Games | Director | Sep 2018–Jan 2022 | Oversight of NASCAR console franchise . |
| Autosport Media UK Limited (Driven Lifestyle subsidiary) | Head of Esports | Jul 2018–Mar 2019 | Built esports programs in motorsport media network . |
| Dovetail Games | Executive Producer; Creative Director | Sep 2016–May 2018; Dec 2014–Sep 2016 | Led large-scale simulation titles and creative strategy . |
| Codemasters | Creative Director; Chief Game Designer | Nov 2011–Dec 2013; Mar 2009–Nov 2011 | Stewarded Formula One franchise; BAFTA-winning output . |
| Ideaworks Game Studio | Design Manager | Aug 2006–Oct 2008 | Managed mobile/handheld game design teams . |
| Lionhead Studios | Senior Designer | 2004–2006 | Contributed to award-winning simulation games . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Speed Capital Ltd. | Business Development Consultant | Oct 2022–Apr 2023 | Commercial strategy prior to MSGM CEO appointment . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (USD) | $170,884 | $260,463 |
| Bonus Paid (USD) | $0 | $0 |
| All Other Compensation (USD) | $3,079 | $1,566 |
| Total (USD) | $173,963 | $343,420 |
| Contracted Base Salary Terms | Effective Date | Provision |
|---|---|---|
| Base salary $245,000 (paid in GBP-equivalent) | Apr 19, 2023 | Employment agreement sets base, with market cap-linked step-ups . |
| Increase to $275,000 | Apr 19, 2024 | Compensation Committee approved raise . |
| Increase to $300,000 | Jan 1, 2025 | Compensation Committee approved raise . |
Notes:
- Employment agreement provides salary escalation triggers when sustained market-cap thresholds are achieved, measured by 60 consecutive trading-day average price times shares outstanding .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Equity Options (2024 grant) | Time-based; not performance-linked | N/A | N/A | N/A | Option grant fair value $81,391 | 11,500 vested at grant; 34,500 vested in 3 equal quarterly tranches starting Apr 26, 2024; fully vested by Oct 26, 2024 . |
| Market-Cap Contingent Bonuses/Options (eligibility) | Company Market Cap thresholds | N/A | $50M / $100M / $250M / $300M | Not disclosed | $100k cash at $50M; options equal to 0.5% of shares at $100M, $250M, $300M; plus $50k cash at $300M (subject to plan capacity and approvals) . | Terms granted upon threshold achievement; exercise price = closing price at grant; standard plan terms . |
Equity Ownership & Alignment
| As-of Date | Class A Shares Outstanding | Class B Shares Outstanding | Stephen Hood Beneficial Ownership (Shares) | % of Class A | Voting Power % | Composition |
|---|---|---|---|---|---|---|
| Mar 11, 2025 | 3,183,558 | 700,000 | 47,179 | 1.47% | <1% (aggregate voting class) | Primarily options exercisable within 60 days . |
| Aug 27, 2025 | 5,078,450 | 700,000 | 47,179 | <1% | <1% | Primarily options exercisable within 60 days . |
| Outstanding Options (Dec 31, 2024) | Exercisable | Unexercisable | Exercise Price | Grant Date | Expiration |
|---|---|---|---|---|---|
| Stock Option | 1,179 | — | $200.00 | Jan 12, 2021 | Jan 13, 2031 |
| Stock Option | 46,000 | — | $2.565 | Jan 26, 2024 | Jan 26, 2034 |
Additional alignment considerations:
- Insider Trading Policy prohibits short sales and hedging/monetization transactions by employees/directors; pledging prohibitions are not explicitly disclosed .
- Company maintains clawback provisions applicable to awards to comply with Dodd-Frank and plan terms .
- Stock ownership guidelines for executives are not disclosed; compliance status not available .
Employment Terms
- Employment agreement (effective Apr 19, 2023) includes three months’ notice or pay in lieu (including bonus/commission due), and sets market-cap-based salary and incentive eligibility; non-compete/non-solicit terms are not disclosed in available excerpts .
- Historical separation (Jan 2022) from prior President role included £43,750 in lieu of notice, £37,019 for untaken holiday, and £60,000 ex gratia settlement under UK law, evidencing prior severance practice .
- Indemnification agreements in place for directors/officers; no pending litigation seeking indemnification disclosed .
Compensation Structure Analysis
- Year-over-year mix: 2024 compensation introduced a material option grant ($81,391 fair value) alongside higher cash salary; 2023 had no equity awards, indicating a shift toward equity in 2024 .
- Incentive design: CEO’s contracted incentives include market-cap triggers for cash and option awards, aligning potential upside with sustained market-cap milestones rather than near-term financial KPIs (e.g., revenue/EBITDA), contingent on plan capacity and approvals .
- Guaranteed vs at-risk: Base salary escalations are discretionary upon market-cap triggers; no disclosed formulaic annual cash bonus plan or target bonus percentage; recent actual bonuses were $0 in 2023–2024 .
- Equity award vesting: 2024 CEO option grant fully vested by Oct 26, 2024, eliminating near-term vesting-related selling pressure; outstanding options include a small, deeply out-of-the-money legacy grant at $200 strike .
Performance & Track Record
- Company operations and achievements are not presented as CEO-specific performance metrics; Stephen Hood’s biography highlights BAFTA awards and leadership of complex gaming projects, including Formula One titles and esports initiatives .
- Audit context: Former auditor’s 2023 reports included a going-concern emphasis, reflecting elevated execution/liquidity risks during Hood’s tenure; MSGM changed auditors to Grassi in Dec 2024 .
- Product/platform milestones: MSGM public communications in 2025 focused on Le Mans Ultimate release cadence; detailed CEO-attributed metrics not provided in proxies (see press releases listed but not tied to executive KPIs) [33] [34] [35] [32] (press release listings from ListDocuments).
Compensation Committee Analysis
- Committee composition: John Delta (Chair), Andrew P. Jacobson, Navtej Singh Sunner — all independent under Nasdaq rules .
- Responsibilities: Sets executive pay philosophy, approves goals/incentives, administers the 2021 Equity Incentive Plan, reviews compensation risk; no delegation beyond potential subcommittees .
- Equity plan capacity: As of Dec 31, 2024, 2,634 shares remained available; Board sought stockholder approval to increase plan capacity by 200,000 shares in 2025, citing criticality of equity compensation to attract/retain talent .
Equity Ownership & Pledging
- Hedging prohibited; pledging not explicitly addressed in policy disclosure .
- No disclosure of shares pledged or hedging by Stephen Hood; beneficial ownership is primarily options exercisable within 60 days .
Employment Contracts, Severance, and Change-of-Control
- Notice/pay-in-lieu terms (three months) govern termination; specific severance multiples and change-of-control acceleration terms for executive awards are not disclosed; director options vest on change-of-control events .
- Clawback provisions apply to awards per company policy and plan documentation .
Say-on-Pay & Shareholder Feedback
- Smaller reporting company disclosures do not provide say-on-pay vote outcomes for the periods reviewed; no investor engagement outcomes on pay are disclosed .
Investment Implications
- Alignment: CEO incentives are structured around sustained market-cap thresholds, which can align executive pay with shareholder value but may be weakly correlated with operational KPIs; 2024 equity grant fully vested, reducing near-term selling pressure, while beneficial ownership is modest (<1%), limiting strong “skin-in-the-game” signals .
- Governance comfort: Independent Compensation Committee and clawback policy are positives; lack of explicit pledging prohibition disclosure and modest ownership levels temper alignment .
- Risk: Prior going-concern emphasis highlights liquidity/execution challenges; market-cap-based pay triggers may incentivize focus on capital markets outcomes over fundamentals if not balanced with financial/operational metrics .
- Trading signals: Absence of upcoming vesting events for Hood reduces predictable insider selling pressure; monitor Form 4 filings for any option exercises/sales and outcomes of equity plan capacity increases that could signal future award cadence .