Scott Ross
Dave & Buster's EntertainmentAbout Scott Ross
Scott I. Ross (age 44) is an Independent Director of Dave & Buster’s Entertainment, Inc. (PLAY), appointed January 30, 2025. He is the Founder & Managing Partner of Hill Path Capital, an investment firm he has led since 2016, with earlier roles at Apollo Global Management, Goldman Sachs, and Shumway Capital Partners. He holds a B.A. in Economics from Georgetown University (magna cum laude). At PLAY, he sits on the Finance and Nominating & Corporate Governance Committees and has been determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hill Path Capital, LP | Founder & Managing Partner | 2016–present | Activist/constructive investor; leisure/hospitality focus |
| Apollo Global Management | Principal | 2004–2008; 2009–2014 | Investing; leisure/entertainment; governance |
| Shumway Capital Partners | Analyst | Aug 2008–Sep 2009 | Public markets investing |
| Goldman Sachs (FICC Principal Finance) | Analyst | Jun 2002–Dec 2004 | Structured investing/finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Parks & Resorts, Inc. | Director (current) | — | Public company board |
| The One Group Hospitality, Inc. | Director (current) | — | Public company board |
| CEC Entertainment, Inc. (now CEC Entertainment, LLC) | Director (prior) | — | Private company board (prior) |
| Great Wolf Resorts, Inc. | Director (prior) | — | Private company board (prior) |
| EVERTEC, Inc. | Director (prior) | — | Public company board (prior) |
| Diamond Eagle Acquisition Corp. | Director (prior) | — | SPAC board (prior) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent (Board determination; all directors except the Interim CEO are independent) |
| Committees | Finance (member); Nominating & Corporate Governance (member) |
| Chair roles | None disclosed |
| Appointment/tenure | Appointed Jan 30, 2025; standing for election at 2025 AGM |
| Board/committee meetings (FY2024) | Board: 8; Audit: 5; Compensation: 7; Nominating & Corporate Governance: 4; Finance: 14 (Ross appointed in 2025, so FY2024 attendance not applicable) |
| Attendance | In FY2024, no director attended <75% of meetings of Board/committees on which they served (Ross appointed in 2025) |
| Lead Independent Director | Michael J. Griffith; responsibilities enumerated (exec sessions; agendas; shareholder engagement, etc.) |
| Executive sessions | Regular executive sessions of independent directors |
Fixed Compensation
| Component | Amount/Structure | Vesting/Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly |
| Committee member fee | $10,000 per standing committee (non-chair) | Paid quarterly |
| Committee chair fees | Audit $25,000; Compensation $20,000; Finance $20,000; Nominating & Corporate Governance $20,000 | Paid quarterly (not applicable to Ross unless chair) |
| Board Chair/Lead Independent | Chair $75,000; Lead Independent Director $50,000 | Not applicable to Ross |
| Annual director equity | $150,000 grant-date value of RSUs; one-year vest | Per policy; grants on Annual Meeting date |
| 2024 compensation actually paid (Ross) | Cash fees: $1,566 (prorated); Stock awards: $0; Total: $1,566 | Appointed after 2024 grant date |
Performance Compensation
Directors do not receive performance-based incentives; equity is time-based RSUs vesting after one year. The omnibus plan governing awards includes shareholder-friendly features (no option repricing without shareholder approval; no single-trigger vesting; director annual cap of $750,000; clawback applies).
| Metric | Plan/Policy | Terms |
|---|---|---|
| Director equity vehicle | RSUs | One-year vest; no dividends before vest |
| Change-in-control | No single-trigger vesting | Acceleration at administrator discretion; no automatic vesting |
| Repricing prohibition | Options/SARs | No repricing/cash buyouts without shareholder approval |
| Clawback | Company-wide policy | Applies to incentive compensation per SEC/Nasdaq rules |
| Director award limit | $750,000 per calendar year | Aggregate cash+equity cap for non-employee directors |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Hill Path designees | Ross and James P. Chambers designated pursuant to a Letter Agreement; Company agreed to nominate both at 2025 AGM and appointed Ross to Finance and Nominating & Corporate Governance Committees |
| Voting/standstill | Hill Path agreed to vote for Company nominees and Board recommendations at the 2025 AGM and is subject to standstill restrictions (e.g., no >20% ownership, no proxy solicitations) during the restricted period |
| External board interlocks | Both Ross and Chambers serve on United Parks & Resorts, Inc. and The One Group Hospitality, Inc., creating external interlocks among PLAY directors |
Expertise & Qualifications
- Domains: Leadership, strategy, investments, finance, leisure & hospitality, entertainment, governance .
- Education: B.A. Economics, Georgetown University (magna cum laude) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Scott Ross (individual line in proxy table) | — | <1% | No individual beneficial ownership reported as of Apr 21, 2025 |
| Hill Path Capital LP (13D group including Scott I. Ross) | 7,119,255 | 20.57% | Sole voting/dispositive power per 13D/A; largest shareholder |
| Director outstanding equity at FY2024 | None for Ross | — | Appointed after 2024 grant; no RSUs/options outstanding at FY2024 year-end |
| Director ownership guideline | 5× annual cash retainer; 5 years to comply | Applies to non-employee directors, including Ross |
Governance Assessment
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Strengths/signals:
- Independent director with deep investor/operator oversight experience; sits on Finance and Nominating & Governance, aligning with his finance/governance skillset .
- Robust director compensation governance: capped director awards, clawback policy, no option repricing, no single-trigger vesting; equity delivered in RSUs with one-year vest promotes alignment without excessive risk .
- Prohibitions on director hedging/pledging under insider trading policy reduce misalignment risk .
- Board reports strong attendance and regular executive sessions; director stock ownership guideline fosters alignment (5× retainer over five years) .
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Watch items/RED FLAGS:
- Concentrated influence: Hill Path owns ~20.57% and has two designees (Ross, Chambers) on the Board; while all directors (other than the Interim CEO) are independent under Nasdaq rules, investor-control optics and potential conflicts warrant monitoring .
- Letter Agreement binds Hill Path to vote with Board recommendations at the 2025 AGM and includes standstill terms; reduces near-term activism risk but may raise concerns about entrenchment or reduced contestability in the short term .
- Heavy Finance Committee activity (14 meetings in FY2024) underscores elevated strategic/financial oversight demands; Ross joined post-FY2024—his future attendance and contributions should be tracked .
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Shareholder sentiment (context): 95% support on 2024 Say-on-Pay indicates generally favorable governance/compensation sentiment among investors, though not specific to directors .
Overall, Ross brings sophisticated capital allocation and leisure sector expertise to key oversight committees; governance risk centers on Hill Path’s significant ownership and dual designees, mitigated by formal standstill and standard independence determinations. Continued transparency on related agreements and committee effectiveness will be important to investor confidence.