u/riverbronze

Read the option award agreement yourself (Exhibit 10.1 to the Jan 8 8-K).

Start with Change in Control.

Section I(e) says "in the event of a Change in Control, the Cumulative Performance EBITDA Hurdles shall be disregarded."

If GME gets sold, the profitability half of the requirement disappears. Only market cap counts, calculated at the deal price. He gets paid on a sale even if the company never earned a dollar of the required EBITDA.

Then there's the title clause.

Section III(b) defines "Good Reason" to include assignment of a title different from or subordinate to Executive Chairman.

If he resigns invoking Good Reason, tranches "deemed achieved" require only 80% of the EBITDA hurdle, not 100%.

The board structurally can't remove him without paying. He has a golden ejector button tied to a title change.

Then the EBITDA definition. Section I(d): "**unrealized gain** or loss on investments (including unrealized gain or loss on digital assets) shall be added back."

Mark-to-market gains on treasury investments (crypto, equities, anything) count toward the profitability hurdle. The treasury can hit it without operations improving at all.

And finally, the cost of his own package doesn't count against him.

Same section: "stock-based compensation expense will be added back to Performance EBITDA." The **expense of paying him** is excluded from the calculation that decides whether he gets paid.

He needs to hit an EBITDA target, but the single biggest charge against that EBITDA, **the $35B option grant itself** is >>>added back as if it didn't exist<<<<. The thing the company has to pay him doesn't reduce the number used to decide if he earned it.

The definition also can't be tightened later without *his* written consent.

Source: SEC EDGAR, GME 8-K filed Jan 8, 2026, Exhibit 10.1. Search "ceooptionawardagreement" on sec.gov.

Not financial advice. Read the doc yourself. Form your own view.

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[RC critical] Undereported ways RC's comp package is misaligned