Allen Weiss

About Allen Weiss

Allen R. Weiss, age 71, is a new independent director nominee to the Dave & Buster’s board slated for election at the June 18, 2025 annual meeting; if elected, he will serve until the 2026 annual meeting. Weiss is a retired senior executive from The Walt Disney Company, where he led global operations at Walt Disney Parks and Resorts; he holds a B.S. in Business Administration (UCF), an MBA (Rollins College), and is a Certified Public Accountant, signaling deep finance and operations credentials aligned to leisure/hospitality and governance needs .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined all director nominees (including Weiss) are independent under Nasdaq and company standards; the only non-independent director is the Interim CEO/Chair (Sheehan) .
• Committee assignments: As a new nominee, Weiss’s specific committee roles are not disclosed. Current chairs are Audit (Atish Shah), Compensation (James P. Chambers), Nominating & Corporate Governance (Jennifer Storms), and Finance (Hamish A. Dodds) .
• Attendance: In fiscal 2024, no director attended fewer than 75% of board plus committee meetings; all serving directors attended the June 20, 2024 annual meeting. Weiss did not serve in fiscal 2024, so attendance is not applicable yet .
• Board leadership: Chair is Interim CEO Kevin M. Sheehan; Lead Independent Director is Michael J. Griffith, with defined responsibilities for executive sessions, agendas, shareholder communications, and evaluation processes .
• Governance practices: Independent key committees, director stock ownership requirements, executive sessions, director education, retirement age, annual elections, majority voting, and no poison pill are highlighted .
• Related-party safeguards: The Audit Committee administers a Related Party Transaction Policy; no reportable related party transactions or waivers in fiscal 2024 .

Fixed Compensation

• FY2024 director cash pay levels unchanged; annual equity grant value was increased starting in FY2024 per FW Cook recommendation .
• As a new director (post-election), Weiss would be subject to the standard program above; he received no FY2024 director compensation because he was not serving then .

Performance Compensation

• FY2024 outstanding director RSUs at year-end were 2,723 units for most directors (illustrative of grant sizing under the program); options are not typically granted to most directors. Weiss had no outstanding awards at FY2024 year-end as he was not yet on the Board .

Other Directorships & Interlocks

Expertise & Qualifications

• Leadership, strategy, leisure & hospitality, finance and governance, international, and marketing expertise explicitly cited by the company for Weiss .
• CPA designation supports financial literacy for board oversight, especially useful across audit and finance contexts (committee placement to be determined) .

Equity Ownership

• Director stock ownership guidelines require non-employee directors to own shares equal to 5x their annual cash retainer within five years of appointment; if non-compliant at measurement, 50% of new equity awards (net of taxes) cannot be sold until compliance is achieved .
• Insider trading policy generally prohibits pledging company stock, short sales, margin purchases, and hedging transactions for directors and other insiders, enhancing alignment and risk controls .

Governance Assessment

• Independence and qualifications: Weiss is an independent nominee with deep operations and finance experience from Disney and a CPA credential—strong fit for oversight in a leisure/entertainment business .

• Committee roles: Not yet assigned; board committees are fully independent with defined leadership, suggesting an effective structure Weiss will join post-election .

• Alignment: As of April 21, 2025, Weiss holds no shares; he will be subject to a 5x retainer ownership guideline with a 5-year compliance window, and the director equity program is time-based RSUs, which vests annually and encourages accumulation over time .

• Pay practices: Director compensation targets market median, reviewed with independent consultant FW Cook; equity grant value increased in FY2024, signaling a tilt toward equity for director pay .

• Conflicts and related parties: No reportable related party transactions in FY2024; strong policy and Audit Committee oversight mitigate conflict risk .

• Attendance and engagement: Board attendance in FY2024 was strong (≥75% for all directors) with full annual meeting attendance; Weiss’s attendance history will begin post-election .

• Shareholder signals: 95% say-on-pay approval in 2024 indicates broad shareholder support for compensation governance; ongoing board refreshment and mandatory retirement age support governance quality .

• RED FLAGS to monitor:

  • Zero current ownership: Alignment will depend on RSU accumulation and compliance with 5x retainer guideline; track progress over the 5-year window .
  • Prior industry peer oversight: Historical CEC Entertainment board service warrants attention to any future related-party transactions; none reported in FY2024 .