James Chambers
Dave & Buster's EntertainmentAbout James P. Chambers
James P. Chambers is an independent director and Vice Chair of Dave & Buster’s Entertainment, Inc. (PLAY), serving since 2020; he is 39 years old and co‑founder/partner of Hill Path Capital, a private investment firm. His background includes principal roles at Apollo Global Management (2011–2016) and analyst experience in Goldman Sachs’ Consumer Retail Group (2009–2011), and he holds a B.A. in Political Science with a Certificate in Markets & Management from Duke University . The Board affirms his independence under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apollo Global Management, Inc. | Principal | 2011–2016 | Experience in leisure, entertainment, finance, governance |
| Goldman Sachs & Co., Inc. | Analyst, Consumer Retail Group (IBD) | 2009–2011 | Retail and consumer finance exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parks & Resorts, Inc. | Director | Current | Leisure/hospitality insights; renamed from SeaWorld |
| The One Group Hospitality, Inc. | Director | Current | Restaurant/ hospitality oversight |
| Prior: CEC Entertainment, Great Wolf Resorts, Principal Maritime Tankers, Principal Chemical Carriers | Director | Prior | Portfolio and governance experience |
Board Governance
- Committee assignments: Compensation Committee Chair; Finance Committee Member; Board Vice Chair (independent) .
- Independence: Board determined Chambers is independent under company and NASDAQ standards .
- Attendance: In fiscal 2024, no director attended fewer than 75% of Board and committee meetings; meeting counts—Board (8), Audit (5), Compensation (7), Nominating & Corporate Governance (4), Finance (14) .
- Compensation Committee practices: Engages FW Cook as independent consultant; no interlocks or insider participation; members in 2024 were Chambers (Chair), Griffith, Storms .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Fees Earned (Cash) FY2024 | $105,000 | Comprised of annual stipend ($75,000), Compensation Committee Chair fee ($20,000), and standing committee membership fee ($10,000); paid quarterly . |
| Equity Grant FY2024 | $145,218 (RSUs) | Annual RSU grant intended value $150,000; RSUs vest after one year; grant approved April 24, 2024; Chambers deferred 100% of 2024 RSUs . |
| Total FY2024 Director Comp | $250,218 | Cash + equity fair value . |
| Director Ownership Guideline | 5x annual cash retainer | 5 years to comply; if not compliant, 50% of new equity awards (net of taxes) cannot be sold until compliance . |
Fiscal 2024 director compensation structure:
| Stipend | Equity Grant Value | Board Chair Fee | Lead Independent Director Fee | Audit Chair Fee | Compensation Chair Fee | Finance Chair Fee | Nominating Chair Fee | Non‑Chair Committee Member Fee |
|---|---|---|---|---|---|---|---|---|
| $75,000 | $150,000 | $75,000 | $50,000 | $25,000 | $20,000 | $20,000 | $20,000 | $10,000 |
Performance Compensation
| Item | Detail |
|---|---|
| Director performance metrics | None disclosed for director equity grants; RSUs are time‑based and vest after one year . |
| Plan features affecting directors | Non‑employee director annual award cap $750,000; no option repricing without shareholder approval; no single‑trigger vesting on change‑of‑control; clawback applies; no dividends on unvested awards; no evergreen . |
Other Directorships & Interlocks
- Hill Path Capital alignment: Chambers is a co‑founder/partner of Hill Path; Hill Path owned ~20.57% of PLAY as of April 21, 2025 .
- Cooperation agreements: The company has a cooperation agreement with Hill Path (Dec. 18, 2020; amended July 11, 2022) and a January 30, 2025 letter agreement adding Hill Path founder Scott Ross to the Board and nominating Chambers and Ross; includes standstill (no >20% ownership, no proxy solicitations, etc.) and voting commitments in favor of company proposals at the 2025 meeting .
- Compensation Committee interlocks: None; no member was an officer/employee of PLAY in 2024 and no related‑person transactions required to be disclosed .
Expertise & Qualifications
- Board‑listed competencies: Leadership, Strategy, Investments, Leisure & Hospitality, Entertainment, Finance, Governance .
- Education: B.A. Political Science; Certificate in Markets & Management, Duke University .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (4/21/2025) | 12,216 shares; <1% | As reported in Security Ownership table . |
| Unvested RSUs at FY2024 End | 2,723 units | No stock options outstanding . |
| Ownership guideline | 5x cash retainer; 5 years to comply | Compliance status not disclosed . |
| Hedging/pledging | Prohibited by insider trading policy for directors | Policy restricts margin, pledging, short selling, derivatives . |
Insider trades (recent Form 4s):
| Filing Date | Transaction Date | Security | Action | Shares | Source |
|---|---|---|---|---|---|
| 2025‑07‑01 | 2025‑06‑27 | Common Stock | Award (A) | 4,760 | |
| 2024‑04‑26 | 2024‑04‑24 | Common Stock | RSU grant (director grant cycle) | Noted in Form 4 |
Governance Assessment
- Board effectiveness: Chambers chairs the Compensation Committee and is Vice Chair, providing strong influence on pay design; FW Cook’s engagement and explicit pay governance features (clawback, caps, no repricing) support discipline and investor alignment .
- Independence and attendance: Board determined Chambers is independent; fiscal 2024 attendance across Board/committees was strong with no director below 75%; he actively serves on two committees .
- Ownership alignment: Personal beneficial ownership is modest (<1%), but annual director RSUs, deferral elections (Chambers deferred 100% of 2024 RSUs and cash fees), and 5x retainer ownership guideline provide alignment mechanisms (compliance status not disclosed) .
- Conflicts and RED FLAGS: Hill Path is a 20.57% shareholder and Chambers is a Hill Path partner; while standstill and voting agreements mitigate activism risk, the dual role (large shareholder representative and Compensation Chair) warrants monitoring for potential influence over pay and strategy; no related‑party transactions with Chambers were disclosed for 2024 .
- Shareholder signals: Say‑on‑pay support was 95% in 2024, indicating broad investor approval of compensation programs; clawback policy and hedging/pledging prohibitions enhance governance posture .
RED FLAGS: Concentrated ownership/interlock via Hill Path (20.57%) coupled with Chambers’ Compensation Chair role; continued oversight recommended on peer selection, incentive targets, and any equity plan modifications affecting director/insider awards .
Appendices
Committee and Meeting Summary (FY2024)
| Committee | Role | Meetings |
|---|---|---|
| Board of Directors | Independent Vice Chair | 8 |
| Compensation Committee | Chair | 7 |
| Finance Committee | Member | 14 |
Director Equity Awards Outstanding (FY2024 Year‑End)
| Item | Quantity |
|---|---|
| Unvested RSUs (Chambers) | 2,723 |
| Stock Options (Chambers) | None |