¿Puede la estructura de compensación del CEO de GameStop, que consiste en altos riesgos y altas recompensas, contribuir a una transformación económica de miles de millones de dólares?

GameStop's decision to grant CEO Ryan Cohen a $35 billion at-risk compensation package has ignited fierce debate among investors, analysts, and corporate governance experts. Tying Cohen's pay entirely to achieving a $100 billion market capitalization and $10 billion in cumulative EBITDA, the structure represents a bold bet on long-term value creation-or a reckless gamble that could exacerbate shareholder dilution risks. To evaluate whether this plan is a strategic masterstroke or a misstep, we must dissect the interplay between performance-based executive compensation, corporate innovation, and the broader implications for retail and tech sectors.

The Mechanics of the Package: Alignment or Overreach?

GameStop's compensation plan for Cohen eliminates guaranteed salary, cash bonuses, and time-based vesting, instead offering stock options to purchase 171.5 million shares at $20.66 per share. These options vest in nine tranches, each contingent on incremental milestones: a $20 billion market cap and $2 billion in EBITDA for the first tranche, escalating to $100 billion and $10 billion for the final one according to the company's plan. This structure, as stated by the company, ensures Cohen's incentives are "directly aligned with long-term value creation for stockholders."

However, critics argue that such aggressive targets may prioritize short-term stock price manipulation over sustainable innovation. A 2025 study by Virginia Tech researchers found that value-based equity grants-where share quantities adjust based on fixed dollar amounts-can weaken executive motivation for long-term investments, particularly in R&D. While GameStop's plan is performance-based, its reliance on market cap and EBITDA metrics, rather than innovation or operational efficiency, raises questions about whether it incentivizes the right outcomes.

Historical Precedents: Lessons from Tech and Retail

Comparisons to Elon Musk's Tesla compensation package highlight divergent philosophies. Musk's $29 billion award, approved in 2023, consists of restricted shares with no performance hurdles, focusing instead on retention and ownership according to financial reports. In contrast, Cohen's plan is entirely performance-driven, reflecting a high-risk, high-reward strategy. Yet historical data suggests mixed results for such structures. A 2010 study found that companies with the most highly paid CEOs often underperformed in stock returns over five years, with poor performance linked to large incentive packages.

The retail sector, where GameStop operates, faces unique challenges. Unlike tech firms, which can scale rapidly through innovation, retail is often constrained by physical infrastructure and consumer behavior shifts. GameStop's recent closure of 200 stores and cost-cutting measures underscore the sector's volatility. While Cohen has driven a 615% increase in market cap since 2021, critics question whether this growth is sustainable without addressing structural issues like declining foot traffic and e-commerce competition as market analysis indicates.

Shareholder Approval and Dilution Risks

The package requires shareholder approval in March or April 2026, with Cohen recusing himself from the vote according to the company's announcement. This process introduces a critical check on executive overreach, but it also highlights potential dilution risks. If the company fails to meet performance targets, the unvested options could become worthless, leaving shareholders with no tangible benefit. Conversely, if the targets are met, the 171.5 million new shares could dilute existing ownership, potentially undermining the very value creation the plan aims to achieve.

Academic research on equity-linked compensation further complicates the analysis. A 2024 review found that while performance-based incentives can improve accounting metrics like ROA, they rarely predict market-related outcomes like stock returns or Tobin's Q. This suggests that even if GameStop meets its EBITDA goals, the market may not reward the company with the capital appreciation required to justify Cohen's payout.

Investor Implications: A Calculated Bet or a Gamble?

For investors considering entry into GameStop ahead of the shareholder vote, the key variables are the company's ability to execute its turnaround strategy and the broader market's appetite for speculative retail plays. Strong investor support for CEO pay packages-median say-on-pay approval at 92.7% for S&P 500 companies in 2025-indicates a general alignment between executive compensation and market performance. However, this support often ignores the disconnect between pay structures and long-term innovation.

GameStop's plan could succeed if Cohen leverages his retail expertise to pivot the company into a tech-driven e-commerce platform, as recent investments suggest. Yet, the absence of metrics tied to innovation or customer retention remains a red flag. As one proxy advisor noted, "The package's focus on market cap and EBITDA overlooks the need for strategic reinvention in a sector where consumer preferences shift rapidly" according to Reddit discussion.

Conclusion: A High-Stakes Experiment

GameStop's CEO pay structure is a high-stakes experiment in performance-based compensation. While it aligns Cohen's interests with shareholders in theory, the lack of emphasis on innovation and the potential for dilution risks could undermine its effectiveness. Historical data suggests that such packages often fail to deliver long-term value, particularly in volatile sectors like retail. Investors must weigh the company's recent turnaround against the structural challenges of its business model and the speculative nature of its targets.

The March/April 2026 shareholder vote will be a pivotal moment. If approved, it could signal confidence in GameStop's future; if rejected, it may force a reevaluation of the company's strategy. For now, the plan remains a testament to the growing trend of tying executive pay to aggressive performance metrics-a trend that, as history shows, is as likely to backfire as it is to catalyze a multi-billion-dollar turnaround.