Steven Hoffman
About Steven Hoffman
Independent Class I director nominee (age 55) with two decades of public markets investing experience. Currently operates Python Global Ventures (family office); formerly partner and consumer sector head at Highline Capital Management (2001–2018). Early career at Wertheim Schroder & Co. in investment banking/private equity; dual bachelor’s degrees from the University of Pennsylvania (Wharton and College of Arts & Sciences) and MBA from Chicago Booth. Nominated for election at the June 25, 2025 annual meeting; determined to be independent under NYSE rules and Company guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Python Global Ventures | Operator (family office investment firm) | Current | Long-term public markets investor; expected to add execution support for strategy |
| Highline Capital Management LLC | Partner; Consumer Sector Head | 2001–2018 | Led consumer investing; extensive public market experience |
| Wertheim Schroder & Co. | Investment banking & private equity analyst | Early career (proxy notes 1992/1994) | Foundational finance experience; IB/PE skill set |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed |
Board Governance
- Status: New Class I nominee; three-year term expected to run to 2028 if elected. Independent under NYSE rules and Company guidelines.
- Committee assignments: Not disclosed for Hoffman as a new nominee. Board committees (Audit & Finance; Nominating & Corporate Governance; People, Culture & Compensation) are comprised entirely of independent directors; Integration Committee includes non-independent directors.
- Board leadership: Executive Chairman (Selim Bassoul); Lead Independent Director (Daniel Hanrahan) with defined duties including executive sessions and agenda-setting.
- Attendance: In 2024, each current director attended ≥75% of meetings/committees while serving; company board met 5 times post‑merger. Hoffman was not on the board in 2024.
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Payable quarterly; plus $1,500 per meeting after the 20th Board meeting |
| Annual equity | $200,000 in restricted stock | Directors may elect to defer up to 100% into DSUs (cash/stock payout upon end of service) |
| Committee member fees | Audit & Finance: $15,000; Nominating & Corporate Governance: $10,000; People, Culture & Compensation: $10,000 | Excludes chair fees |
| Chair fees | Audit & Finance Chair: $30,000; NCG Chair: $20,000; PCC Chair: $25,000 | — |
| Lead Independent Director | $125,000 | — |
| Expense reimbursement | Reasonable expenses reimbursed | — |
| Ownership guidelines | 5× annual cash retainer; 5-year compliance window | All directors in compliance or within time to comply as of April 28, 2025 |
Performance Compensation
| Item | Structure | Performance Metrics | Vesting/Clawback |
|---|---|---|---|
| Director equity grants | Restricted stock (annual $200,000) | None (time-based, not PSU) | Subject to ownership guidelines and trading policies; hedging/pledging prohibited |
Directors receive time-based restricted stock; no PSU or option awards, and no revenue/EBITDA/TSR-linked metrics are disclosed for director compensation. Anti‑hedging and anti‑pledging policies apply.
Other Directorships & Interlocks
| Company | Sector | Role | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public boards disclosed. Hoffman and Felipe Dutra were identified by Dendur Capital pursuant to a Cooperation Agreement; Dendur has replacement rights during the standstill period. |
Expertise & Qualifications
- Long-term public markets investor; consumer sector specialization; private equity/IB grounding.
- Advanced finance education (Wharton undergraduate; Chicago Booth MBA).
- Adds investment discipline and capital allocation perspective to a consumer/leisure operator board.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Steven Hoffman | 0 | <1% | No reported beneficial ownership as of April 28, 2025 |
| Director ownership policy | 5× cash retainer; must meet before selling below guideline | All directors compliant or within window | |
| Hedging/Pledging | Prohibited for directors | Aligns incentives; reduces risk of misalignment |
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| — | — | — | — | No insider transactions for Hoffman disclosed in the proxy; Section 16(a) reports were timely for covered insiders in 2024. |
Governance Assessment
- Strengths
- Independence confirmed; no related‑party transactions disclosed; strong anti‑hedging/anti‑pledging and ownership guidelines; formal board leadership with LID.
- Deep investment/consumer expertise; aligned with post‑merger focus on disciplined capital allocation and integration.
- Watch items / potential conflicts
- Nomination via Cooperation Agreement with Dendur Capital; Dendur has rights to propose replacements if Hoffman departs during standstill (activist influence risk). Monitor voting commitments and standstill through 2026/2027 window.
- No current stock ownership reported; alignment will depend on build‑up to 5× retainer guideline over 5 years.
- Committee assignment not yet disclosed; effectiveness will hinge on placement (Audit/PCC/NCG) and attendance post‑election.
Overall: Hoffman brings investor discipline and consumer insight; independence and clean related‑party profile support board effectiveness. The Dendur linkage introduces an activist dynamic—investors should monitor committee placement, ownership accumulation toward guidelines, and any Cooperation Agreement developments.