Tony Wehner
Dave & Buster's EntertainmentAbout Tony Wehner
Chief Operating Officer of Dave & Buster’s since July 2022; age 57, with 28 years of food & beverage and 5 years of entertainment operating experience across Main Event, BigShots Golf, Bar Louie, Logan’s Roadhouse, On The Border, and Brinker International . Company performance in fiscal 2024: revenue $2.1B (down 3.3% YoY), comparable store sales -7.2%, net income $58.3M, adjusted EBITDA $506.2M vs $555.6M in 2023 . Pay-vs-performance shows Company TSR value of initial $100 investment declined to $62.22 in 2024 from $124.98 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Main Event Entertainment, Inc. | Chief Operating Officer | Jan 2021–Jul 2022 | Operations leadership in family entertainment centers |
| BigShots Golf | Chief Executive Officer | Jan 2020–Jan 2021 | Led golf-oriented entertainment brand operations |
| Bar Louie | Chief Operations Officer | 2017–Jan 2020 | Multi-unit restaurant operations leadership |
| Logan’s Roadhouse | SVP Operations | 2016–2017 | Turnaround/ops leadership in casual dining |
| On The Border Mexican Grill & Cantina | Various ops roles incl. SVP Operations | 2010–2015 | Scaling and operations leadership |
| Brinker International (Chili’s, On The Border) | Various operations roles | 1997–2010 | Long-tenure ops across major casual dining brands |
External Roles
No public company directorships disclosed for Wehner .
Fixed Compensation
| Component | FY2024 | Source |
|---|---|---|
| Base salary | $450,000 (unchanged vs. FY2023) | |
| Target annual bonus (% of salary) | Threshold 40%; Target 80%; Max 160% | |
| Actual annual bonus paid (EIP) | $0 (no EIP payout for FY2024) | |
| SERP salary deferral (executive) | $26,169 | |
| Company match to SERP | $9,657 |
Performance Compensation
Annual Incentive Plan (FY2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Incentive Adjusted EBITDA | 60% | $577.0M | $609.0M | $625.0M | $524.9M | 0% |
| Total Revenue | 15% | $2,210.0M | $2,330.0M | $2,450.0M | $2,132.7M | 0% |
| Comparable Store Sales Growth | 25% | 1.1% | 3.3% | 4.8% | -7.2% | 0% |
| Individual EIP outcome (Wehner) | — | — | Target $360,000 | — | $0 | 0% |
Notes: FY2024 EIP paid $0 due to underperformance vs targets .
Long-Term Incentives (program design and FY2024 grants)
| Instrument | Program mix weighting | FY2024 grant detail (Tony Wehner) | Vesting/terms |
|---|---|---|---|
| PSUs | 50% of annual LTI mix | Target 1,436 PSUs (threshold 817; max 3,266) | 3-year performance; Adjusted EBITDA CAGR: 4.5% (50%), 9.0% (100%), 13.5% (200%) |
| RSUs | 25% of annual LTI mix | 1,633 RSUs (grant-date fair value $89,946) | Vest in 3 equal annual installments starting 1-year post grant |
| Stock Options | 25% of annual LTI mix | 2,529 options @ $53.33; fair value $63,706; expire 4/24/2034 | Vest in 3 equal annual installments starting 1-year post grant |
October 21, 2025 One-Time Grants (Retention/Alignment)
| Award | Quantity (Wehner) | Key terms |
|---|---|---|
| RSUs | 11,013 | Time-based; vest on 7/14/2026, 7/14/2027, 7/14/2028; continued employment required |
| Time-based stock options | 11,013 | Exercise price $22.70; vest on 7/14/2026, 7/14/2027, 7/14/2028 |
| PSUs (Single Goal) | 11,013 | Earn 100% upon ≥3% positive same-store sales growth for four consecutive quarters; performance period ends 2/1/2028; earned PSUs vest in equal annual installments over 2 years |
| PSUs (Multiple Goals) | 11,013 | Earn based on 2027 Adjusted EBITDA $600–$675M and average same-store sales growth 3–5%; number further adjusted by TSR percentile vs S&P 1500 Hotels, Restaurants & Leisure Index |
| Stock price-based options | 41,794 (Grant Price) | Earn in full if 60-day trailing VWAP ≥ CEO strike price ×2 by 2/1/2028; vest/exercisable based on VWAP over 1–2 years post attainment |
| Stock price-based options | 28,271 (Grant Price×1.5) | Earn in full if 60-day trailing VWAP ≥ CEO strike price ×3 by 2/1/2028; vest/exercisable based on VWAP over 1–2 years post attainment |
As a condition to One-Time Grants, certain earlier PSUs granted at appointment were canceled .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/21/2025) | 47,879 shares; percent “<1%”; 34,528,522 shares outstanding |
| Options exercisable within 60 days (included above where applicable) | 14,939 shares via options |
| Unvested RSUs (selected) | 1,633 (2024 LTIP; 3-year ratable vesting), 1,294 (2023 LTIP), prior 6/29/2022 RSUs |
| Unearned PSUs (selected) | 1,633 (2024 LTIP target), 3,883 (2023 LTIP target), 26,998 (Officer 5-year stock price PSUs—200% target), 21,598 (Officer 5-year stock price PSUs—300% target), 2,872 (2022 LTIP target) |
| Options outstanding (unvested) | 2,529 @ $53.33 (exp. 4/24/2034), 2,020 @ $34.25 (exp. 4/24/2033), 8,099 @ $37.04 (exp. 10/7/2032), 713 @ $33.77 (exp. 6/29/2032) |
| Ownership guideline | COO required to hold 3× base salary in Company stock; 5 years to comply; options excluded from guideline count; sale restrictions if non-compliant |
| Hedging/Pledging | Prohibited for executives and directors; strict insider trading policy enforced |
Employment Terms
| Scenario | Cash Salary/Bonus | H&W Benefits | Equity | Notes |
|---|---|---|---|---|
| Involuntary termination without cause | Salary: $450,000 | $27,319 | $821,077 gross proceeds assumed at $27.38 close; future installments valued at $27.38; performance assumed at target | Equity includes outstanding stock awards/options; values as of 2/4/2025 |
| Termination for good reason (no CoC) | Salary: $400,000 | $27,319 | $821,077 | Change of control not specifically called out in employment agreements |
| Death/Disability | Salary: — | $27,319 | $1,888,853 | — |
| Change in control | Salary: — | — | $1,888,853 | Per employment agreements, CoC not specifically called out; termination evaluated under other scenarios |
Company practices state “double-trigger change of control agreements,” but Wehner’s employment agreement disclosures indicate no specific CoC provision—term outcomes are assessed under standard termination scenarios .
Compensation Structure Analysis
- FY2024 EIP paid zero, emphasizing pay-for-performance alignment amid revenue and SSS underperformance .
- LTI mix balances retention and performance: PSUs (50%), RSUs (25%), options (25%); PSUs keyed to 3-year Adjusted EBITDA CAGR thresholds (4.5%, 9.0%, 13.5%) for 50%–200% payout .
- October 2025 One-Time Grants reset incentives: canceled prior PSUs at appointment; added multi-factor PSUs (Adjusted EBITDA, SSS, TSR relative), laddered stock-price options, and time-based RSUs to reinforce retention and value creation through 2028 .
- Clawback policy adopted Oct 2023 recoups erroneous incentive-based compensation for 3 fiscal years preceding any restatement; recovery regardless of fault .
Related Party Transactions and Governance
- No reportable related party transactions or conflict waivers in FY2024; Related Party Transaction Policy administered by Audit Committee .
- Compensation Committee advised by independent consultant (FW Cook); peer group refreshed in FY2024 to reflect experience/entertainment focus .
- Say-on-pay support: 95% approval at 2024 annual meeting .
Investment Implications
- Near-term selling pressure: Multiple scheduled RSU vests (2024 LTIP ratable; plus 11,013 RSUs vesting 2026–2028) and potential option exercises post 2×/3× VWAP triggers could add supply; however, ownership guidelines restrict sale of 50% of new awards if not in compliance, mitigating immediate sell-through .
- Alignment and performance leverage: New PSUs tie payouts to same-store sales, Adjusted EBITDA levels, and TSR rank versus S&P 1500 Hotels/Restaurants/Leisure—creating direct linkage to the levers investors track (SSS recovery, EBITDA trajectory, relative TSR) .
- Retention improved: 2025 One-Time Grants layered on multi-year vesting through 2028 and cancellation of earlier PSUs may reduce turnover risk and align incentives with a multi-year turnaround narrative .
- Change-of-control economics: Lack of explicit CoC in employment agreement disclosures means payouts follow standard termination scenarios, reducing single-trigger windfalls; clawback policy further curbs asymmetric outcomes .
- Ownership skin-in-the-game: Beneficial ownership <1%; options largely struck above FY2024 year-end price ($27.38) limiting near-term in-the-money optionality; adherence to 3× salary ownership guideline (incl. RSUs) is required within five years, supporting continued equity accumulation .
Company performance metrics cited: FY2024 revenue, SSS, net income, adjusted EBITDA . Pay vs. performance TSR values . All compensation, ownership, vesting, and policy details sourced from 2025 DEF 14A and October 27, 2025 8-K .