Ryan Cohen has asked GameStop’s board to remove the performance-based stock award it proposed for him in January scrapping a package that analysts had valued at as much as $35bn if every milestone were hit.
Cohen, who is both chairman and chief executive and draws no salary, said he wanted the company’s leadership focused on its operating performance and its proposed acquisition of eBay.
When the board signed off on the award, GameStop had not yet decided to pursue eBay at all.
The precise framing matters here, because the news has been reported in shorthand that flattens it. Cohen did not walk away from money already in his pocket.
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The award was a proposal, not a grant; it still needed shareholder approval at the annual meeting scheduled for 7 July, and Cohen has now asked the board to pull it from the proxy before that vote.
Headlines describing him as forgoing or spurning $35bn are reasonable as a summary, but the figure is a theoretical ceiling, not a cheque he tore up.
What the award would have required is the more interesting part. The package consisted of options on 171.5 million shares at an exercise price of $20.66, structured in nine tranches, each one vesting only if GameStop cleared both a market-capitalisation hurdle and a cumulative-EBITDA hurdle. The first tranche needed $2bn in cumulative EBITDA.
The last, and most demanding, required GameStop to reach a $100bn market value and generate $10bn in cumulative EBITDA. For context, GameStop was worth roughly $12bn before its eBay interest surfaced.
The structure is the kind of all-or-nothing arrangement that has been compared, not entirely flatteringly, to the moonshot pay deal Tesla’s board built for Elon Musk: enormous on paper, payable only on outcomes that would be historic if they happened.
That comparison cuts in two directions. A package that pays nothing unless shareholders are made vastly richer is, on its own terms, hard to object to, which is precisely the argument GameStop’s board made when it approved the thing.
But it also locks an executive into chasing a specific number, and the number GameStop now appears to be chasing is eBay.
The retailer that meme traders rescued from the brink has spent the spring assembling an audacious bid for eBay, a marketplace several times its size, having delivered a non-binding proposal of $125 a share in early May and built up economic exposure to tens of millions of eBay shares through options.
Read against that, Cohen’s request looks less like self-denial and more like housekeeping ahead of a fight.
A pay proposal of that size, tied to GameStop’s standalone share price, is an awkward thing to be defending at a shareholder meeting in the same week you are asking those same shareholders, and eBay’s, to swallow a complicated cash-and-stock acquisition. Removing it clears one line of attack.
GameStop said it will release additional materials on the eBay rationale this week, including the strategic case and an operational plan for the combined company.
None of the procedural facts have changed the shape of the bet Cohen is making. He still takes no salary, still holds a large equity stake, and still stands to gain enormously if GameStop’s value climbs, just through the shares he already owns rather than through a bespoke option grant.
The incentive, in other words, has not gone away. It has simply stopped being a separate agenda item that opponents of the eBay deal could point to.
eBay has not publicly engaged with the approach, and the proposed acquisition remains exactly that, with no agreed terms, no due-diligence access, and the customary regulatory and shareholder approvals still ahead of it.
The annual meeting goes ahead on 7 July, now with one fewer item on the ballot. Whether GameStop can ever reach the $100bn the abandoned award would have rewarded is a question the eBay gambit was, in part, designed to answer.
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