Rachael A. Wagner
About Rachael A. Wagner
Independent director since 2021 (previously director of Old Bowlero since 2017), age 43. Partner at Atairos with investing leadership in leisure, entertainment, and digital media; prior roles at Lindsay Goldberg (Managing Director), Lion Capital, and Blackstone’s Private Equity group. Education: Harvard BA; Oxford MBA and MSc in Comparative Social Policy; Rhodes Scholar. Serves on LUCK’s Compensation Committee; classified as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atairos | Partner; leads investments in leisure/entertainment/digital media | Not disclosed | Strategic investing leadership; significant influence via Stockholders Agreement designating board nominees |
| Lindsay Goldberg | Managing Director | Not disclosed | Deal origination, execution, and portfolio development across multiple industries |
| Lion Capital | Investment professional | Not disclosed | Private equity experience |
| Blackstone (Private Equity Group) | Investment professional | Not disclosed | Private equity experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcis Golf | Board member | Current | Atairos-affiliated; network interlock with LUCK director Michael J. Angelakis (Atairos CEO) |
| Wilson College | Board member | Current | Educational governance |
| LifeLabs Learning | Board member | Current | Workforce training/consulting governance |
| Oxford Saïd Business School | Former board member | Prior | Academic governance |
| Council on Foreign Relations | Former member | Prior | Policy network affiliation |
Board Governance
- Committee assignments: Compensation Committee member; not chair (chair is John A. Young) .
- Independence: Director classified as independent; LUCK maintains fully independent audit, compensation, and nominating committees .
- Attendance: Board met 4 times in FY2025; each committee met 4 times; all current directors attended at least 75% of aggregate Board and committee meetings; directors encouraged to attend annual meeting .
- Board leadership: Chairman/CEO Thomas F. Shannon; John A. Young is Lead Director with executive session responsibilities .
- Controlled company status: Shannon controls >50% voting power; LUCK is an NYSE “controlled company,” though it is not currently using governance exemptions (may choose to do so in future) .
Shareholder support signal (most recent annual election disclosed):
| Director Election (Dec 10, 2024) | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Rachael A. Wagner | 663,425,627 | 1,221,582 | 6,221,084 |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director retainer |
| Committee chair fees | $0 | Not a chair; chair fees: Audit $25k, Comp $20k, Nominating $15k |
| Lead Independent Director fee | $0 | Not applicable; lead director fee is $40k |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
Total FY2025 director compensation for Wagner:
| Metric | FY2025 |
|---|---|
| Fees Earned (Cash) | $85,000 |
| Stock Awards (Grant-date fair value) | $130,000 |
| Total | $215,000 |
Note: Wagner directed cash compensation payments to Atairos Management, L.P., and each RSU grant is automatically assigned to Atairos Management, L.P. immediately after grant .
Performance Compensation
| Equity Grant | Grant Date | Units/Exercise | Grant-date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Director RSUs | Dec 10, 2024 | 10,727 RSUs | $130,000 | Vest on earlier of 1st anniversary or next annual meeting (Dec 9, 2025) | Time-based; no performance metrics |
Other Directorships & Interlocks
| Counterparty | Nature | Governance Linkage | Potential Conflict Note |
|---|---|---|---|
| Atairos | Major shareholder (79.9% Class A beneficially owned via A-B Parent LLC); board designation rights | Wagner is Partner; Angelakis (Atairos CEO) is LUCK director; cash and RSU compensation assigned to Atairos Management, L.P. | Related-party sensitivity; mitigated by Related Person Transaction Policy and audit committee oversight |
Expertise & Qualifications
- Private equity and portfolio governance across leisure/entertainment, media, and diversified sectors; boardroom experience across multiple companies .
- Financial literacy per Board criteria; independence and board evaluation expectations codified in governance guidelines .
- Academic credentials: Harvard BA; Oxford MBA/MSc; Rhodes Scholar .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Voting Power % | Notes |
|---|---|---|---|---|
| Rachael A. Wagner | — | — | — | No personal beneficial ownership reported as of Oct 22, 2025; RSUs granted for Board service assigned to Atairos Management, L.P. |
| Atairos (A‑B Parent LLC) | 72,548,981 | — | 10.6% | Includes RSUs held by Atairos Management, L.P.; significant influence via Stockholders Agreement |
Policy alignment:
- Hedging/pledging of company securities prohibited for directors unless pre-approved by Chief Legal Officer; comprehensive Code of Business Conduct applies .
Insider Trades
| Item | FY2025 Disclosure |
|---|---|
| Section 16(a) compliance | Company states compliance for all reporting persons in FY2025; one late Form 4 was for Lev Ekster, not Wagner |
Governance Assessment
-
Positives:
- Independent status; active Compensation Committee member; majority-independent Board and fully independent key committees .
- Documented attendance threshold met; structured charters; Lead Director in place; robust code and risk oversight .
- Use of independent compensation consultant (Mercer) for directors and executives .
-
Potential conflicts and RED FLAGS:
- Controlled company with concentrated voting power; future use of governance exemptions could reduce minority protections .
- Atairos interlocks: Wagner’s Atairos role; Angelakis (Atairos CEO) on Board; Atairos board nomination rights; director cash and equity routed to Atairos—raises related-party optics, though covered by policy and audit committee oversight .
- Personal ownership alignment: No direct beneficial share ownership reported for Wagner; RSUs assigned to Atairos—may dilute “skin-in-the-game” at individual level even if aligned with Atairos interests .
-
Engagement signals:
- Strong 2024 shareholder support for Wagner’s election (663.4M For; 1.2M Withheld) .
- All directors encouraged to attend annual meeting; committees met regularly; Board evaluations conducted annually .
Overall, governance effectiveness is supported by independent committee structures and documented policies; key monitoring area is Atairos-linked interlocks and compensation routing to an affiliate, which warrant continued audit committee oversight and transparent related-party disclosures .