GameStop has granted CEO Ryan Cohen a performance-based stock option award that pays nothing unless the video game retailer’s market value reaches $100 billion (all figures U.S.) and the company generates $10 billion in cumulative earnings.
The compensation structure eliminates guaranteed pay entirely. Cohen will receive no salary, no cash bonuses and no stock that vests over time, according to the company.
The award requires shareholder approval at a special meeting expected in March or April 2026. Cohen will recuse himself from the vote.
Award structure
The stock option award covers 171,537,327 shares at an exercise price of $20.66 per share. The award divides into nine tranches, each requiring specific market capitalization and earnings targets.
The first tranche vests only if GameStop achieves a $20-billion market capitalization and $2 billion in cumulative performance EBITDA. Each subsequent tranche requires an additional $10 billion in market value and $1 billion in earnings, up to the final target of $100 billion and $10 billion respectively.
If the company fails to reach the minimum $20-billion market cap threshold and $2-billion EBITDA target, no options vest and Cohen receives no compensation from the award.
Company performance under Cohen
Cohen joined GameStop’s board in January 2021 when the company’s market capitalization stood at approximately $1.3 billion. The current market value is approximately $9.3 billion, representing a 615-per-cent increase, according to the company.
GameStop reduced total selling, general and administrative expenses from $1.7 billion in fiscal 2021 to $950.8 million for the most recent trailing four quarters, a 44.4-per-cent reduction. The company shifted from a net loss of $381.3 million in fiscal 2021 to net income of $421.8 million for the most recent trailing four quarters.
Board approval process
GameStop’s board created the performance award after consultation with a third-party compensation advisory firm. Cohen recused himself from the board’s deliberations on the award.
The board and Cohen reached agreement on the award terms on Jan. 6, 2026, but the award’s effectiveness depends on stockholder approval at the upcoming special meeting.
