Atish Shah
Dave & Buster's EntertainmentAbout Atish Shah
Atish Shah (age 52) is an independent director of Dave & Buster’s Entertainment, Inc. (PLAY), serving since 2021. He is Executive Vice President, Chief Financial Officer and Treasurer of Xenia Hotels & Resorts, Inc. (NYSE:XHR), and previously held senior roles at Hyatt Hotels (SVP & Interim CFO; SVP Strategy/FP&A/IR), Lowe Enterprises, Hilton Hotels, and PwC/Coopers & Lybrand. He holds a B.S. (with honors) and M.M. in Hospitality from Cornell University and an MBA from The Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xenia Hotels & Resorts, Inc. | EVP, CFO & Treasurer | Since Apr 2016 | Public company finance leadership; hospitality REIT expertise |
| Hyatt Hotels Corporation | SVP & Interim CFO; SVP Strategy/FP&A/IR | 2009–2016 | Strategy, finance, investor relations leadership |
| Lowe Enterprises | SVP, Portfolio Management | 2008–2009 | Real estate portfolio oversight |
| Hilton Hotels Corporation | Investor relations, finance, e-business roles | 1998–2007 | Finance, e-commerce, hospitality operations |
| Coopers & Lybrand (PwC) | Associate, Hospitality Consulting | 1997–1998 | Hospitality consulting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dave & Buster’s Entertainment, Inc. | Director | Since 2021 | Independent director |
| Visit Orlando | Director | Not disclosed | Non-profit board role |
| Xenia Hotels & Resorts, Inc. | EVP, CFO & Treasurer | Since Apr 2016 | Officer (not a director) at NYSE-listed REIT |
Board Governance
- Independence: The Board determined Shah is independent under NASDAQ rules; he serves on committees that meet Exchange Act and NASDAQ independence requirements .
- Committees: Audit Committee Chair; member of Nominating & Corporate Governance Committee .
- Attendance: In fiscal 2024, no director attended fewer than 75% of Board and committee meetings; all directors attended the June 20, 2024 annual meeting .
- Audit expertise: Audit Committee members (including Shah) are financially literate and qualify as “audit committee financial experts” under SOX and SEC rules; Audit Committee held 5 meetings in fiscal 2024 .
| Committee/Board | Role (Shah) | Meetings (FY2024) |
|---|---|---|
| Board of Directors | Independent Director | 8 |
| Audit Committee | Chair | 5 |
| Compensation Committee | Not a member | 7 (committee total) |
| Nominating & Corporate Governance | Member | 4 |
| Finance Committee | Not a member | 14 (committee total) |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | $110,000 | Eligible to defer under Director Deferred Compensation Plan; Chambers deferred 100% of cash fees (Shah not listed among full deferrers) |
| 2024 | $110,000 | Eligible to defer; in 2024, Chambers and Storms deferred 100% (Shah not listed among full deferrers) |
Fiscal 2024 Director Cash Structure:
| Component | Amount ($) |
|---|---|
| Annual Stipend | $75,000 |
| Audit Committee Chair Fee | $25,000 |
| Non-chair standing committee member fee | $10,000 |
Performance Compensation
| Year | Stock Awards ($) | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| 2023 | $128,061 | Apr 24, 2023 | RSUs vest 1 year after award | RSU amount calculated per plan disclosure; deferral option available |
| 2024 | $145,218 | Apr 24, 2024 | RSUs vest 1 year after award | Equity grant value increased to $150,000 starting FY2024 |
Directors’ Outstanding Equity at FY End:
| Item | FY2023 | FY2024 |
|---|---|---|
| Unvested RSUs (Shah) | 3,739 | 2,723 |
| Options (Shah) | None | None |
Director Equity Program Features:
- Stock ownership guideline: 5x annual cash retainer; 5 years to comply; sale restrictions on new awards if not in compliance .
- 2025 Omnibus Incentive Plan guardrails: No option repricing without shareholder approval; no single-trigger equity vesting; no excise tax gross-ups; annual non-employee director compensation cap of $750,000; clawback applies; no dividends/dividend equivalents before vesting .
Performance Metrics Table (Director Equity)
| Metric | Director RSU Program Usage |
|---|---|
| Revenue growth | Not used; director RSUs time-based vesting |
| EBITDA/TSR percentile | Not used; director RSUs time-based vesting |
| ESG goals | Not used; director RSUs time-based vesting |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Dave & Buster’s Entertainment, Inc. | Public | Director | Independent; Audit Chair; Nom/Gov member |
| Xenia Hotels & Resorts, Inc. | Public | EVP, CFO & Treasurer | No interlocks disclosed with PLAY; not a PLAY supplier/customer relationship disclosed |
| Visit Orlando | Non-profit | Director | No conflicts disclosed |
Compensation Committee Interlocks: None disclosed among PLAY Compensation Committee members and other companies; none of the committee members were officers/employees; no related-person relationships requiring disclosure in FY2024 .
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; extensive CFO experience in hospitality REITs and hotel operators .
- Strategy and governance: Prior leadership roles in strategy, FP&A, IR; governance experience as a public company officer and PLAY director .
- Education: Cornell B.S. (honors) and M.M. in Hospitality; Wharton MBA .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Apr 21, 2025) | 11,643 shares; <1% of outstanding |
| Shares outstanding (reference base) | 34,528,522 |
| RSUs unvested at FY2024 end | 2,723 |
| Options exercisable/unexercisable | None |
| Hedging/Pledging | Prohibited by policy for directors |
| Ownership guideline | 5x annual cash retainer; 5 years to comply |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and SOX “financial expert” designation; solid attendance with Board and committee meeting participation; adherence to robust director equity plan guardrails (no single-trigger vesting, clawbacks, no repricing), and prohibition on hedging/pledging—supports alignment and investor confidence .
- Compensation alignment: Mix of cash ($110k in FY2023–FY2024) and time-based RSUs ($128,061 in FY2023; $145,218 in FY2024) with annual ownership guideline at 5x retainer—encourages long-term alignment without performance metric gaming for directors .
- Conflicts/related-party exposure: Audit Committee administers related-party policy; Company reported no related party transactions or conflict waivers in FY2024; Compensation Committee interlocks none—low conflict risk indicators .
- Signals: 95% Say-on-Pay support in 2024 and strong equity dilution discipline (overhang 4.3% vs peer median 13.2%) are positive governance signals; director award cap at $750k further mitigates pay inflation risk .
RED FLAGS: None disclosed related to Shah—no pledging/hedging, no related-party transactions, and no attendance issues reported .