Nathaniel Lipman
Dave & Buster's EntertainmentAbout Nathaniel J. Lipman
Nathaniel J. Lipman (age 60) is a new independent director nominee to the Board of Dave & Buster’s Entertainment, Inc., with a background spanning CEO, Executive Chairman, and Senior Advisor roles in customer loyalty platforms, as well as senior legal and strategic positions in entertainment and M&A; he holds a B.A. in Political Economy from UC Berkeley and a J.D. from UCLA . As of the 2025 proxy, he is standing for election at the Annual Meeting and is classified as independent under Nasdaq standards; he has not yet served a term on PLAY’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wolcott Holdings, LLC | Family investment office executive | Feb 2022–present | Strategic capital allocation and governance experience |
| Tenerity, Inc. (f/k/a Affinion Group/CX Loyalty) | Senior Advisor; Executive Chairman; Chairman & CEO | Apr 2015–Jan 2024; Jul 2012–Apr 2015; Oct 2005–Jul 2012 | Led global loyalty platform operations; strategy, finance, governance |
| Cendant Corporation | President & CEO, Marketing Services; President & CEO, Trilegiant; SVP, Corp Dev & Strategy | Apr 2004–Oct 2005; 2002–Apr 2004; Jun 1999–2002 | M&A execution; marketing services leadership |
| Planet Hollywood, Inc. | EVP, Strategic Development | Aug 1996–May 1999 | Entertainment brand expansion; strategic planning |
| House of Blues Entertainment, Inc. | General Counsel | Apr 1995–Jul 1996 | Legal oversight; entertainment operations |
| The Walt Disney Company | Senior Corporate Counsel | May 1993–Apr 1995 | M&A legal support; leisure & hospitality |
| Skadden, Arps, Slate, Meagher & Flom LLP | Associate | Oct 1989–May 1993 | M&A legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Parks & Resorts Inc. | Director | Jan 2024–present | Public company board; leisure facilities |
| Apollo Strategic Growth Capital II, Inc. | Director | 2021–2023 | SPAC board; completed tenure |
| Trusted Media Brands, Inc. | Director | 2018–present | Private company board |
| Apollo Aligned Alternatives, Inc. | Director | Jun 2022–present | Private/alternative investments board |
| PLBY Group, Inc. | Board Observer | 2022–2023 | Observer role only |
| FTD.com | Chair of the Board; Senior Advisor | Chair: Jul 2021; Advisor: Sep 2019–Sep 2021 | E-commerce turnaround/oversight |
| Diamond Resorts International, Inc. | Director | 2017–2021 | Hospitality/leisure |
| Redbox Automated Holdings, LLC | Director | 2016–2021 | Consumer entertainment |
Board Governance
- Independence: The Board determined all director nominees (including Lipman) are independent under Nasdaq, except the Interim CEO; Audit and Compensation Committees are composed solely of independent directors .
- Nomination: Recommended by the Nominating & Corporate Governance Committee and nominated by the Board for election in 2025 .
- Committee assignments: Not disclosed for Lipman as of fiscal 2024 year-end; Board has Audit, Compensation, Nominating & Corporate Governance, and Finance Committees .
- Attendance baseline: In fiscal 2024, the Board met eight times; Audit five; Compensation seven; Nominating four; Finance fourteen; no director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the June 20, 2024 annual meeting .
- Governance practices: Board maintains executive sessions of independent directors, director overboarding policy, stock ownership requirements, annual elections, majority voting in uncontested elections, and annual Board/committee evaluations .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $75,000 | Paid quarterly; deferral allowed via Director Deferred Compensation Plan |
| Equity grant (RSUs) | $150,000 grant-date value | Granted at Annual Meeting; RSUs vest one year after grant; deferral election available |
| Board Chair fee | $75,000 | If applicable |
| Lead Independent Director fee | $50,000 | If applicable |
| Committee chair fees | Audit: $25,000; Compensation: $20,000; Finance: $20,000; Nominating & Corporate Governance: $20,000 | If applicable |
| Committee member fees (non-chair) | $10,000 per standing committee | If applicable |
| Annual cap on non-employee director compensation under 2025 Plan | $750,000 | Sum of equity grant-date fair value plus max cash awards per calendar year |
Performance Compensation
| Equity Instrument | Vesting | Performance Metrics | Source |
|---|---|---|---|
| RSUs (non-employee director annual grant) | One-year cliff vest | None; time-based only for directors | |
| Plan governance guardrails | No repricing without shareholder approval; no evergreen; no single-trigger vesting; clawback applies; dividends only after vest | Protects pay-for-performance and alignment |
Note: PLAY does not tie director compensation to operating performance metrics (e.g., EBITDA, revenue, TSR) — director RSUs are time-based and vest after one year .
Other Directorships & Interlocks
| Entity | Interlock Detail | Implication |
|---|---|---|
| United Parks & Resorts Inc. | Lipman serves as director; PLAY directors James P. Chambers and Scott I. Ross also list United Parks & Resorts as current public company boards | Information flow/interlock across boards; monitor for potential influence dynamics and alignment with PLAY shareholders |
Expertise & Qualifications
- Leadership and strategy across loyalty platforms and entertainment, with CEO/Chair experience at Tenerity (Affinion/CX Loyalty) and senior roles at Cendant and Planet Hollywood, indicating deep operating and M&A expertise relevant to consumer engagement and brand-led growth .
- Legal and governance credentials from senior corporate counsel roles at Disney and GC at House of Blues; early M&A training at Skadden supports board oversight of transactions and risk .
- Education: B.A. Political Economy (UC Berkeley) and J.D. (UCLA), combining analytical, legal, and policy frameworks valuable for committee deliberations .
Equity Ownership
| Holder | Shares Beneficially Owned (Apr 21, 2025) | % of Outstanding | Notes |
|---|---|---|---|
| Nathaniel J. Lipman | — | <1% | Reported as a nominee with no beneficial ownership; total shares outstanding 34,528,522 |
| Director stock ownership guideline | 5x annual cash retainer | 5-year compliance window from appointment/election | Restricts sale of 50% of new equity awards (net of taxes) if not in compliance |
| Hedging/pledging | Prohibited for directors under insider trading policy | — | Policy restricts margin purchases, pledging, short sales, and hedging |
Governance Assessment
- Independence and nomination: Lipman is an independent nominee recommended by the Nominating & Corporate Governance Committee, supporting board refreshment and governance continuity .
- Ownership alignment: He begins with no beneficial ownership; guidelines will require building a stake to at least 5x cash retainer within five years, which improves alignment over time .
- Interlocks: Concurrent service on United Parks & Resorts alongside two PLAY directors (Chambers and Ross) creates an interlock; while not a related-party transaction, investors should monitor for influence or information-sharing dynamics; Hill Path agreements set standstill and voting commitments at PLAY, which shape boardroom power centers .
- Conflicts and related-party exposure: PLAY reports no related party transactions or conflict waivers in fiscal 2024, and director insider trading policies prohibit hedging/pledging, reducing alignment risk .
- Director pay structure: Cash/equity mix appears moderate and equity-centric (annual $150k RSUs), with strict plan guardrails (no repricing, no single-trigger, clawback), which supports investor confidence in compensation governance .
- Board effectiveness baseline: Strong attendance across Board/committees in 2024 and robust governance highlights (executive sessions, majority voting, evaluations) provide a constructive operating environment for new independent directors .
RED FLAGS: None disclosed specific to Lipman in PLAY’s proxy (no related-party transactions, no pledging/hedging). Monitor interlock dynamics with United Parks & Resorts given overlapping directors and Hill Path’s influence at PLAY (standstill/voting agreements) .