GameSquare Holdings, Inc. 8-K

What Happened
GameSquare Holdings, Inc. announced that its Board appointed Justin Kenna — who has been the Company’s CEO since January 2021 and Chairman since December 2025 — as President effective January 16, 2026. Kenna and the Company entered into an amended and restated employment agreement effective January 1, 2026, under which he will serve as CEO and President for a three‑year term (with automatic one‑year renewals unless 120 days’ prior notice is given).

Key Details

• Base salary: $660,000 initial annual base pay, with automatic 3.5% increases on the 2nd and 3rd anniversaries unless the Board opts out.
• Bonus: Eligible for the Company’s annual bonus plan with a target opportunity up to $400,000 per year based on Board‑set performance metrics.
• Equity: One‑time grant of 500,000 RSUs that vest immediately; for each full year of service, an annual grant of 500,000 RSUs and an option to purchase up to 500,000 common shares (subject to the Plan and vesting schedules).
• Severance (if terminated without cause, subject to release): accrued wages, 12 months’ salary paid over 12 months, COBRA premium reimbursement for up to 12 months, and pro rata vesting of outstanding equity through the 12‑month severance period.
• Other terms: Participation in benefit plans (health, dental, vision, life, disability), ancillary benefits (auto allowance, phone reimbursement, club memberships), and customary confidentiality, non‑competition, and non‑solicitation provisions. No related‑party or family transactions were reported.

Why It Matters
This filing documents leadership continuity by formally adding the President title to the CEO and confirms multi‑year employment terms and compensation. The agreement includes a significant immediate equity grant (500,000 RSUs) plus recurring large equity awards and option grant opportunities, which will result in equity issuance upon vesting/exercise and are relevant to shareholders when considering potential dilution and executive incentives. The contract also sets clear severance and cash obligations the Company would face if it terminates Kenna without cause.