David Berg
About David P. Berg
David P. Berg (age 63) is a Class III director at European Wax Center, Inc. (EWCZ), serving on the board since April 2021; he previously served as EWC’s Chief Executive Officer from October 2018 to September 2023 and again from August 2024 to January 2025. He holds a B.A. in Economics from Emory University and a J.D. with honors from the University of Florida College of Law. He is not classified as an independent director under Nasdaq rules in the 2025 proxy and is not disclosed as serving on any board committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| European Wax Center (EWCZ) | Chief Executive Officer | Oct 2018–Sep 2023; Aug 2024–Jan 2025 | Led the business; returned as CEO in 2024 before handing over in Jan 2025 |
| EWC Ventures (subsidiary) | Director | Since Oct 2018 | Governance oversight of operating LLC |
| Carlson Hospitality Group | Chief Executive Officer | May 2015–Mar 2017 | Led global hotel business and corporate center |
| Carlson | Chief Operating Officer | Jan 2014–Apr 2015 | Corporate operations leadership |
| Z Wireless | Chief Executive Officer & Chief Customer Service Officer | Jun 2013–Jan 2014 | Telecom retail leadership |
| Outback Steakhouse | EVP & President | Sep 2011–May 2013 | Led brand operations |
| GNC Holdings Inc. | Chief Operating Officer | Sep 2009–Sep 2011 | Global operations |
| Best Buy International | EVP & COO | 2002–2009 | International expansion/operations |
External Roles
| Company | Role | Dates | Committees/Impact |
|---|---|---|---|
| Planet Fitness, Inc. | Director | Sep 2015–May 2020 | Prior public company board; no current public boards disclosed |
Board Governance
- Classification and term: Class III; current term runs to 2027 annual meeting.
- Independence: Not listed among independent directors (independent are Bartlett, Crawford, Hunter, Lively, Goldman, Scott).
- Committee assignments: None disclosed for Berg; current committee rosters exclude him:
- Audit: Dorvin D. Lively (Chair), Laurie Ann Goldman, Nital Scott.
- Compensation: Andrew Crawford (Chair), Laurie Ann Goldman, Alexa Bartlett.
- Nominating & Governance: Andrew Crawford (Chair), Julia Hunter, Dorvin D. Lively, Alexa Bartlett.
- Attendance: Board met 9 times in 2024; each director attended at least 75% of board/committee meetings; directors are expected to attend annual meetings.
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Salary | 311,539 | Reflects partial-year service transitioning roles in 2024 |
| One-time appointment bonus | 250,000 | Paid upon Aug 12, 2024 CEO appointment |
| All other compensation | 52,904 | Includes life insurance $2,689, 401(k) match $13,800, housing expenses $36,415 |
| Employment Term Item | Term/Amount | Effective Date |
|---|---|---|
| Base salary (as CEO) | $600,000 | Increased on Aug 12, 2024 (from $100,000 Executive Chair rate) |
| Expense allowance | Up to $7,500/month for 9 months (housing/travel) | Granted with Aug 2024 CEO appointment |
Performance Compensation
| Metric | Weight (%) | 2024 Achievement vs Target | Result/Impact |
|---|---|---|---|
| Adjusted EBITDA | 30 | Met between 92.3% and 95.7% of target | Contributed to partial bonus funding |
| System-wide sales | 15 | Met between 92.3% and 95.7% of target | Contributed to partial bonus funding |
| New center openings | 30 | Not met (below threshold) | No payout for this metric |
| Same-store sales | 15 | Not met (below threshold) | No payout for this metric |
| Individual objectives | 10 | Met for Berg | Contributed to bonus |
| Annual/Short-term Incentive Outcome | Amount ($) | Notes |
|---|---|---|
| 2024 Annual Bonus | 118,423 | Based on weighted metrics above and individual objectives |
| Equity Grant (2024) | Instrument | Shares/Units | Exercise Price | Vesting | Grant-date Fair Value ($) |
|---|---|---|---|---|---|
| Mar 7, 2024 | Stock Options | 59,523 | $17.74 | 100% cliff on 3rd anniversary | 499,993 |
| Mar 7, 2024 | RSUs | 33,829 | N/A | 1/3 each year over 3 years | 499,993 |
| Aug 14, 2024 | Stock Options | 500,000 | $5.06 | 1/3 per year over 3 years | 1,502,300 |
| Aug 14, 2024 | Stock Options | 500,000 | $14.00 | 1/3 per year over 3 years | 1,178,450 |
| Outstanding Equity Awards (as of Jan 4, 2025) | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Option grant 8/5/2021 | 75,366 | — | $17.00 | 8/5/2031 |
| Option grant 3/14/2023 | — | 112,820 | $19.43 | 3/14/2033 |
| Option grant 3/7/2024 | — | 59,523 | $17.74 | 3/7/2034 |
| Option grants 8/14/2024 | — | 500,000 | $5.06 | 8/14/2034 |
| Option grants 8/14/2024 | — | 500,000 | $14.00 | 8/14/2034 |
| Unvested RSUs (as of Jan 4, 2025) | Units (#) | Market Value ($) |
|---|---|---|
| RSUs granted 3/14/2023 | 45,522 | 297,259 (at $6.53 close) |
| RSUs granted 3/7/2024 | 33,829 | 220,903 (at $6.53 close) |
- Clawback policy: Nasdaq/SEC-compliant clawback; 2024 correction did not trigger recovery as incentive measures were unaffected.
- Severance/Change-in-Control: Berg (like other NEOs) subject to Severance Plan—double-trigger CoC benefits include 2x salary+target bonus over 24 months, pro-rata bonus, 24 months COBRA, and full vesting at target for performance awards; 280G “better-of” cut—no tax gross-up disclosed.
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no reciprocal executive/director interlocks disclosed.
- Major stockholder governance rights: General Atlantic Equityholders hold nomination rights (up to three directors) and consent rights over key actions (CEO appointment/removal, large M&A, board size, debt limits, dividends, joint ventures, poison pill adoption) at certain ownership thresholds—implications for board autonomy.
Expertise & Qualifications
- Credentials: Seasoned consumer, retail, and franchise operator across hospitality, fitness, QSR, specialty retail.
- Education: B.A. Economics (Emory); J.D. with honors (University of Florida).
- Board qualifications: Deep leadership experience at EWC and prior operating roles in consumer sectors.
Equity Ownership
| Class | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Class A Common | 1,241,257 | 2.2% |
| Class B Common | 1,188,255 | 10.0% |
- Policy on hedging/pledging: Directors are prohibited from hedging and from holding securities in margin accounts or pledging as collateral.
Governance Assessment
- Independence and committee work: Berg is not an independent director and is not disclosed as serving on Audit, Compensation, or Nominating & Governance committees, limiting his formal oversight roles—particularly relevant given his recent CEO tenures.
- Attendance/engagement: Board met nine times in 2024; each director attended at least 75% of board/committee meetings, satisfying minimum engagement expectations.
- Pay structure signals: 2024 compensation includes a one-time $250k CEO appointment bonus, sizeable option grants (two 500k tranches at $5.06 and $14.00), and RSUs—reflects a high equity-at-risk mix but also significant discretionary elements tied to leadership transition.
- Performance rigor: Two operating metrics missed thresholds (new center openings, same-store sales); EBITDA and system-wide sales came in at ~92–96% of target, resulting in a reduced but positive bonus—indicates some pay-for-performance sensitivity.
- Contract protections: Severance Plan features double-trigger acceleration and full vesting at target on CoC—shareholder-friendly 280G “better-of” rather than gross-up; however, vesting accelerations can be value-transfer risks in a change-of-control scenario.
- Structural governance risks: General Atlantic’s nomination/consent rights over CEO changes, major transactions, and board size can constrain board independence and flexibility, representing a persistent governance overlay for minority shareholders.
- Alignment: Material personal share ownership and prohibition on hedging/pledging support alignment; extensive option exposure further ties value realization to long-term performance.
RED FLAGS
- Not independent and recently transitioned from CEO to director—heightened risk of management influence on board deliberations.
- Large special option grants during leadership transition—magnitude warrants scrutiny versus performance and shareholder dilution.
- Major stockholder consent rights over CEO appointment/removal and strategic actions—potential constraints on board autonomy and responsiveness.
Positive Signals
- Clear clawback policy aligned with SEC/Nasdaq; no tax gross-ups disclosed; 280G “better-of” framework.
- Pay outcomes reduced when operating targets were missed, indicating some performance discipline.