Kevin Sheehan

About Kevin M. Sheehan

Kevin M. Sheehan (age 71) is Chair of the Board and Interim Chief Executive Officer of Dave & Buster’s Entertainment, Inc.; he has served on PLAY’s board since 2011 and was appointed Board Chair in April 2021, previously serving as Interim CEO from October 2021 to June 2022 and again effective December 10, 2024 . He holds a B.S. from Hunter College and an MBA from New York University Graduate School of Business, and is a Certified Public Accountant . Independence status: Not Independent (employee director); committee assignment: Finance Committee member . During fiscal 2024, no director attended fewer than 75% of aggregate Board and committee meetings; the Board met eight times, with committee meetings as follows: Audit (5), Compensation (7), Nominating & Corporate Governance (4), Finance (14) .

Past Roles

External Roles

Board Governance

• Current PLAY roles: Chair of the Board; Interim CEO; Finance Committee member; not on Audit or Compensation or Nominating committees .
• Independence: Not Independent due to interim CEO role; Board affirms all other current directors/nominees are independent except Mr. Sheehan .
• Attendance: No director below 75%; Board met 8 times in fiscal 2024; committees met Audit (5), Compensation (7), Nominating (4), Finance (14) .
• Leadership structure: Board allows combined Chair/CEO with Lead Independent Director; Mr. Griffith served as LID with responsibilities including executive sessions and shareholder communication .
• Governance practices include regular executive sessions, ownership requirements, majority voting, annual evaluations, and no rights plan .

Fixed Compensation

Director Stock Ownership Guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer within five years; Sheehan, as interim employee director, follows officer guidelines (see below) .

Performance Compensation

Performance program definitions (company-wide):

• Executive Incentive Plan metrics and FY2024 targets: 60% Adjusted EBITDA ($609.0mm target), 15% Total Revenue ($2,330.0mm target), 25% Comparable Store Sales (3.3% target). FY2024 actuals: Adjusted EBITDA $524.9mm (86.2% of target), Total Revenue $2,132.7mm (91.5%), Comparable Store Sales -7.2%; no bonuses were paid .
• PSUs (2024 LTIP) vest based on three-year Adjusted EBITDA CAGR: Threshold 4.5% (50%), Target 9.0% (100%), Max 13.5% (200%) .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance, operations, strategy, hospitality and gaming; CPA credential .
• Governance experience as Chair at PLAY and Lead Director at Gannett .
• Industry experience across entertainment, travel, gaming, and hospitality (NCL, Scientific Games, Margaritaville at Sea) .

Equity Ownership

Officer Stock Ownership Guidelines (applicable to Sheehan as interim employee director):

• CEO: 6x base salary; CFO/COO: 3x; SVPs: 2x. Equity counted excludes options; five years to comply; sale restrictions if non-compliant .

Governance Assessment

Key findings:

• Independence and role concentration: Sheehan is Not Independent while serving concurrently as Chair and Interim CEO, which can weaken independent board oversight despite presence of a Lead Independent Director structure .
• Attendance and engagement: Board and committees met regularly with high attendance; Finance Committee met 14 times, and Sheehan is a member—suggesting active financial oversight .
• Compensation alignment and risk controls: Company-wide FY2024 incentives paid zero due to underperformance on EBITDA, revenue, and comps; clawback policy (Oct 2023) and 2025 Plan governance features (no repricing without shareholder approval; no excise tax gross-ups; no single-trigger vesting) support pay-for-performance and shareholder protection .
• Interim CEO equity awards: Significant contingent RSU/PSU/options structure tied to stock price and same-store sales (and time-based RSUs) introduces potential short-term performance focus during interim tenure; vesting on change in control for RSUs in the interim CEO agreement is a notable term .
• Ownership alignment: Meaningful personal holdings and trust interests; no pledging/hedging permitted; directors’ stock ownership guidelines and officer guidelines enhance alignment .
• Related-party and conflicts: No reportable related-party transactions in fiscal 2024; Hill Path agreements and board representation are disclosed and governed by standstill provisions; Sheehan’s private investment activities (Mellon Stud Ventures) disclosed with no related-party transactions reported involving PLAY .

RED FLAGS:

• Combined Chair/CEO with Not Independent status may reduce perceived board independence; mitigated by LID role but still a governance concern for some investors .
• Interim CEO contingent equity grants (including change-in-control vesting triggers for RSUs and short-term PSU metrics tied to same-store sales and stock price) could create short-term incentives; monitor Compensation Committee oversight and final outcomes under the 2025 Plan .

Fixed Compensation (Detail)

Performance Compensation (Detail and Metrics)

Equity Ownership (Detail Table)

Governance Assessment (Implications for investors)

• Board oversight: While committee independence is strong (Audit/Comp/Nominating composed of independent directors), the combined Chair/Interim CEO role concentrates power; investors should weigh LID effectiveness and planned CEO succession .
• Compensation alignment: FY2024 zero bonus outcomes and clawback framework suggest discipline; however, contingent grants to the Interim CEO warrant monitoring to ensure long-term value focus rather than short-term metrics .
• Ownership and alignment: Personal holdings and stock ownership guidelines improve alignment; no pledging/hedging permitted reduces risk of misalignment .
• Conflicts: No related-party transactions in FY2024; Hill Path cooperation agreements are disclosed with standstill terms mitigating activist conflicts; no specific related-party exposure tied to Sheehan disclosed .

Say-on-Pay: 95% approval at 2024 annual meeting indicates broad shareholder support for compensation program design . 2025 Omnibus Incentive Plan governance features: no stock option repricing without shareholder approval; no excise tax gross-ups; no single-trigger vesting; $750,000 annual cap for non-employee director awards .

Notes on Employment & Contracts (Interim CEO)

• Base salary: $850,000; target bonus 100% of base; RSUs $2,000,000 with change-in-control vesting; PSUs up to 20,000 tied to stock price; commuting/housing reimbursement up to $15,000/month; restrictive covenants (non-compete, non-solicit, confidentiality). All contingent awards subject to shareholder approval of 2025 Plan .
• Supplemental agreement (May 2, 2025): 53,419 PSUs (same-store sales), 100,000 options (2-year term), potential $500,000 discretionary stock bonus—each contingent on approval of 2025 Plan .

Risk Indicators & Red Flags

• Combined Chair/Interim CEO; Not Independent status for board leader .
• Short-duration PSUs tied to SSS and stock price during interim tenure—monitor for short-termism .
• Change-in-control vesting for interim CEO RSUs—evaluate alignment with shareholder interests .

Committee Assignments (Current)

Meeting Counts (FY2024)

Miscellaneous

• No reportable related party transactions in fiscal 2024; Related Party Transaction Policy administered by Audit Committee .