Rodolfo Rodriguez Jr.
Dave & Buster's EntertainmentAbout Rodolfo Rodriguez Jr.
Rodolfo "Rudy" Rodriguez Jr., age 58, has served as Senior Vice President, Chief Legal Officer and Corporate Secretary of Dave & Buster’s Entertainment, Inc. since January 2025; he holds a B.A. in Political Science from Texas A&M University and a J.D. from Harvard Law School . Company performance context during his tenure initiation: fiscal 2024 revenue was $2,132.7 million vs. fiscal 2023 revenue of $2,200+ million (down 3.3%); adjusted EBITDA was $506.2 million vs. $555.6 million in 2023; same-store sales declined 7.2%; the company’s Pay vs. Performance disclosure shows cumulative TSR value of an initial $100 at $62.22 for 2024 vs. $124.98 in 2023 . Governance frameworks in place during his service include a clawback policy, executive stock ownership guidelines, and prohibitions on hedging/pledging that directly shape executive incentives and trading behavior .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CEC Entertainment, LLC/Inc. | EVP, Chief Legal & Human Resources Officer | Mar 2018–Nov 2023 | Led legal and HR across a restaurant and family entertainment enterprise, supporting operational and governance rigor . |
| CEC Entertainment, Inc. | SVP, General Counsel | Nov 2014–Mar 2018 | Oversaw enterprise legal matters through growth and brand management . |
| J.C. Penney Corporation, Inc. | Senior Counsel | Oct 2012–Nov 2014 | Supported retail legal operations and risk management . |
| Gruber Hurst Johansen Hail Shank, LLP | Partner | 2006–2012 | Litigation/corporate counsel; client advisory at Dallas law firm . |
| Godwin Pappas/ Godwin Gruber, LLP | Partner; Participating Associate | 2003–2006; 2003–2004 | Complex litigation and corporate matters . |
| American Eagle Airlines, Inc. | VP, General Counsel | 2000–2003 | Led legal for regional airline; regulatory and operational support . |
| American Airlines, Inc. | Attorney – Litigation | 1997–2000 | Managed litigation strategies for major airline . |
| Locke Purnell Rain Harrell, PC | Associate | 1991–1997 | Foundational legal practice in corporate/litigation . |
Fixed Compensation
- Specific base salary, target bonus %, and bonus outcomes for Rodriguez have not been individually disclosed in proxy tables. Company practice sets base salaries via market benchmarking and performance reviews; in fiscal 2024, NEO base salaries remained flat year-over-year (e.g., COO $450,000; other NEOs detailed in the proxy) .
- Senior executive officers participate in the Executive Incentive Plan and long-term equity programs under the omnibus plan once approved; company-wide, executives also have access to a nonqualified deferred compensation SERP with a 33% match on up to the first 6% of salary deferred, subject to vesting rules .
Performance Compensation
Company executive incentives relevant to Rodriguez’s role (as a senior officer) are structured as below; fiscal 2024 outcomes are shown for context.
| Metric | Weighting | Fiscal 2024 Target | Fiscal 2024 Actual | Payout (% of Target) | Vesting/Notes |
|---|---|---|---|---|---|
| Incentive Adjusted EBITDA | 60% | $609.0mm | $524.9mm | 0.0% | Annual cash incentive; threshold/target/max schedule . |
| Total Revenue | 15% | $2,330.0mm | $2,132.7mm | 0.0% | Annual cash incentive . |
| Comparable Store Sales Growth | 25% | +3.3% | (7.2%) | 0.0% | Annual cash incentive . |
Long-term incentive design (company program):
| Instrument | Typical Weight | Performance Metric | Vesting Terms |
|---|---|---|---|
| RSUs | ~33.33% | Retention | Vests in equal annual installments over 3 years . |
| PSUs | ~33.33% | Adjusted EBITDA 3-year CAGR (Threshold 4.5% → 50%; Target 9.0% → 100%; Max 13.5% → 200%) | Cliff vest at 3 years, earned based on performance curve . |
| Stock Options | ~33.33% | Shareholder alignment (strike at grant FMV) | Vests in equal annual installments over 3 years; 10-year term . |
Additional performance awards affecting senior executives:
- Five-year stock price-based PSUs modified in Oct 2024 to allow staged vesting upon achieving 2x/3x stock price hurdles before the fifth anniversary; vesting mechanics were adjusted to balance retention and market performance conditions .
- In Oct 2025, select NEOs (CFO, COO, CIDO) received one-time grants linked to explicit operational targets (SSSG ≥3% over four consecutive quarters; 2027 Adjusted EBITDA $600–$675mm; relative TSR modifier vs. S&P 1500 Hotels, Restaurants & Leisure) and stock price-based option grants with 2x–3x VWAP hurdles (mirroring CEO grant constructs). These highlight the compensation committee’s focus on revenue/EBITDA/SSSG and TSR .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x salary; CFO/COO 3x; Other Senior Vice Presidents 2x salary. Executives have five years to comply; options (vested/unvested) no longer count toward the requirement; noncompliant executives are restricted from selling 50% of new equity awards (net of taxes) until compliance .
- Hedging and pledging are prohibited for directors and executives under the insider trading policy; margin purchases, short sales, and derivative hedges are disallowed .
- Clawback: Incentive compensation (cash and equity) is subject to recoupment for three fiscal years preceding any required accounting restatement, regardless of fault, per SEC/NASDAQ-compliant policy adopted Oct 2023 .
- Beneficial ownership: Rodriguez is not listed among named executive officers in the security ownership table; no individual beneficial ownership disclosure for him is presented in the 2025 proxy .
Employment Terms
- Start date and role: Chief Legal Officer and Corporate Secretary since January 2025 .
- Employment agreements: Company maintains agreements for certain executives with an initial one-year term and automatic one-year renewals; includes a one-year non-compete and two-year non-solicit/non-hire. Severance benefits are provided under specified terminations (detailed for Harper, Bautista, Mulleady, Wehner), with general treatment tables in the proxy .
- Change-of-control: Company uses double-trigger change-of-control arrangements and the 2025 Omnibus Incentive Plan does not provide single-trigger automatic equity vesting; repricing/cash buyouts of underwater options require shareholder approval .
- Equity grant practices: Annual grants typically occur in Q1, not timed with MNPI; April 24, 2024 option grants disclosed with strike at closing price on grant date, meeting governance best practices .
Company Performance Context (for incentive alignment)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenue ($mm) | $2,200+ (proxy summarized performance) | $2,132.7 |
| Adjusted EBITDA ($mm) | $555.6 | $506.2 |
| Same-Store Sales (%) | (6.2) YoY in FY 2023 | (7.2) YoY in FY 2024 |
| TSR – Value of $100 (Pay vs. Performance) | $124.98 (2023) | $62.22 (2024) |
Investment Implications
- Alignment: Strong governance (no hedging/pledging, clawback, ownership guidelines) supports pay-for-performance and reduces misaligned trading behavior risk. Equity plans structurally avoid single-trigger vesting and repricing without shareholder approval, curbing shareholder-unfriendly practices .
- Retention and pressure points: Absence of disclosed individual awards for Rodriguez limits visibility on his personal vesting supply; however, company-wide Q1 grant cadence and multi-year RSU/option schedules suggest predictable supply events. The adoption of performance-conditioned PSUs tied to SSSG, EBITDA, and relative TSR increases execution pressure on operating metrics, likely influencing senior leadership focus (legal, governance, and disclosure discipline) .
- Pay-for-performance transmission: Zero annual bonus payouts for FY 2024 under EIP (missed revenue/EBITDA/SSSG thresholds) indicates rigorous thresholds; future payouts hinge on renewed growth in traffic, SSSG, and 2027 EBITDA goals, with TSR acting as a key modifier in newer PSU designs .
- Disclosure gap: Rodriguez’s specific cash/equity compensation terms are not itemized in proxy tables; investors should monitor subsequent proxies and 8-Ks for any bespoke agreements, awards, or Form 4 activity to fully assess alignment and potential selling pressure .