Darin Harper

About Darin Harper

Darin Harper, age 50, has served as Chief Financial Officer of Dave & Buster’s since June 2024; he previously held senior finance roles at Main Event (EVP/CFO), Ardent Leisure (Group CFO), On the Border (CFO/VP Finance), and CEC Entertainment (Principal Accounting Officer). He holds a BBA in Accounting from Evangel University . During Q2 FY2025 (company’s Q2 2026 period), Dave & Buster’s reported revenue of $557 million, adjusted EBITDA of $130 million (23% margin), and $34 million operating cash flow; year‑to‑date operating cash flow was $130 million, with total liquidity of $443 million plus revolver availability; net total leverage was 3.2x . Harper signed the company’s FY2024 10‑K and Q2 FY2025 10‑Q certifications, indicating accountability for financial reporting .

Past Roles

External Roles

No public company board service disclosed for Harper .

Fixed Compensation

Performance Compensation

FY2024 Grants (Harper)

One‑Time Equity Grants (Oct 21, 2025)

• Restricted Stock Units: 22,026 RSUs; vest in three equal installments on Jul 14, 2026, Jul 14, 2027, and Jul 14, 2028, subject to continued employment .
• Time‑Based Stock Options: 22,026 options @ $22.70; vest on Jul 14, 2026/2027/2028 in equal tranches, subject to continued employment .
• PSUs (Single Goal): 11,013 PSUs; earned 100% upon achieving ≥3% positive same‑store sales growth for four consecutive quarters during a performance period ending Feb 1, 2028; once earned, time‑vest in equal annual installments over two years .
• PSUs (Multiple Goal): 11,013 PSUs; earned based on (i) 2027 Adjusted EBITDA of $600–$675m and (ii) average same‑store sales growth of 3%–5%; number earned then adjusted by TSR percentile vs S&P 1500 Hotels, Restaurants & Leisure Index .
• Stock‑Price‑Based Options:
  • 60,327 options @ Grant Price ($22.70) earned in full if 60‑day trailing VWAP reaches 2× the CEO Strike Price by Feb 1, 2028; vest/exercisable during year 1–2 after 2× attainment, subject to VWAP performance conditions .
  • 47,934 options @ (Grant Price × 1.5) earned in full if 60‑day trailing VWAP reaches 3× the CEO Strike Price by Feb 1, 2028; vest/exercisable during year 1–2 after 3× attainment, subject to VWAP performance conditions .

Equity Ownership & Alignment

Employment Terms

• Agreement: Initial one‑year term, auto‑renews annually; includes one‑year non‑compete and two‑year non‑solicit/non‑hire covenants .
• Severance and Benefits (as of Feb 4, 2025 scenario analysis):
  • Involuntary termination without cause / Good Reason: Salary $475,000; H&W benefits $28,560; Equity value $79,226 .
  • Death/Disability: Salary $475,000; H&W benefits ~$28,500; Equity value $612,792 .
  • Change in Control: Company notes CoC not specifically called out in employment agreements; amounts evaluated under other scenarios; equity value indicated $612,792 in CoC column in proxy table . Company discloses “double‑trigger” change‑of‑control practice at program level .

Performance & Track Record

• FY2024 EIP results: No annual bonuses paid to NEOs, including Harper, due to underperformance vs targets on Incentive Adj. EBITDA, Revenue, and Comp Store Sales .
• Q2 FY2025 execution metrics: Revenue $557m; Adjusted EBITDA $130m (23% margin); Operating cash flow $34m in quarter; $443m liquidity plus revolver availability; net total leverage 3.2x; active new unit openings and sale‑leaseback execution to fund growth .
• Certifications/Accountability: Harper signed FY2024 10‑K and Q2 FY2025 10‑Q certifications; also signed S‑8 registration for 2025 Omnibus Incentive Plan .

Compensation Structure Analysis

• Cash vs Equity Mix: FY2024 total comp heavily equity‑weighted (Stock Awards $2.16m; Options $0.52m) with minimal cash bonus (EIP $0; retention $200k) .
• Performance Orientation: Annual EIP weights 60% to Incentive Adjusted EBITDA, 15% Revenue, 25% Comp Store Sales; long‑term awards include PSUs tied to EBITDA/SSS and a TSR modifier; 2025 one‑time package adds stock‑price‑based options with VWAP hurdles (2× and 3× CEO strike) .
• Governance Features: Clawback policy adopted Oct 2023; no hedging/pledging; no repricing/buyouts of underwater options; say‑on‑pay support 95% in 2024 .

Say‑on‑Pay & Shareholder Feedback

• 2024 Say‑on‑Pay approval: 95% support .

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited by policy .
• Tax gross‑ups: No excise tax gross‑ups; relocation exceptions only .
• Option repricing: Prohibited .
• Change‑of‑control: Double‑trigger practice noted; employment agreements do not specifically call out CoC, creating some definitional ambiguity in severance disclosures .

Investment Implications

• Alignment and Retention: Harper’s 2025 one‑time package introduces multi‑year vesting (2026–2028) and performance‑based PSUs (EBITDA/SSS with TSR modifier) that should anchor retention and align incentives to multi‑year operational KPIs and shareholder returns . Upcoming RSU/option vesting dates and price‑based option triggers (2×/3× VWAP) could create future supply from exercises if targets are met, representing potential insider selling pressure windows in 2027–2029 depending on attainment and vest schedules .
• Pay for Performance: Zero annual EIP payout for FY2024 underscores the committee’s discipline amid underperformance; the 2025 re‑grant shifts focus to same‑store sales recovery, EBITDA scale, and market‑relative TSR, which, if achieved, would signal improved execution and potential rerating .
• Ownership and Policy Safeguards: Beneficial ownership is small (<1%), but stock ownership guidelines (3× salary; options excluded) and prohibition on hedging/pledging mitigate misalignment and leverage risks; five‑year compliance runway applies for new executives .
• Execution Evidence: Harper’s role in liquidity optimization (sale‑leaseback), unit openings, and financial discipline during Q2 FY2025 provides tangible execution signals; maintaining 23% adjusted EBITDA margin while reinvesting suggests focus on cash conversion and ROI .