Aayushi Dalal
Director at PRKS
Board
About Aayushi Dalal
Aayushi Dalal (age 33) is a Vice President at Hill Path Capital LP, focusing on private equity, public equity, and credit investments in leisure, entertainment, and consumer sectors; she previously worked in Goldman Sachs’ Technology, Media & Telecommunications investment banking group starting in 2013. She holds a BBA from Emory University and an MBA from Yale School of Management . She was nominated by Hill Path and, as of August 11, 2025, is listed as a PRKS director in the company’s beneficial ownership table . The Board determined she is independent under NYSE standards, including for committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hill Path Capital LP | Vice President | 2021–present | Hill Path designee to PRKS Board; Board granted one-time waiver to allow a third Hill Path-affiliated designee (Dalal) to join |
| Goldman Sachs (Investment Banking, TMT) | Analyst → Vice President | 2013–2021 | Corporate finance experience relevant to leisure/entertainment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Dalal |
Board Governance
- Independence: The Board affirmed Dalal is independent under NYSE standards (and eligible for committee service) .
- Committee assignments: As of April 15, 2025, if elected, Dalal had not yet been designated to any specific committee .
- Hill Path stockholder agreement: Hill Path owned ~49.49% and may designate up to three directors; the Board granted a one-time waiver of the “max two affiliates” restriction solely to permit Dalal to join as the third Hill Path designee . Any material related-party transaction with Hill Path requires approval by a special committee of directors independent of Hill Path .
- Board structure and engagement: Independent Chairman (Scott Ross) and Lead Director (Timothy Hartnett); high meeting cadence (12 Board, 41 committee meetings in 2024) with executive sessions; the Board disfavors using a 75% attendance threshold as a sole engagement measure .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board cash retainer | $110,000 | Paid quarterly in arrears |
| Committee member fees | $25,000 Audit; $20,000 Comp; $20,000 Nominating & Corporate Governance; $20,000 Revenue; $25,000 Special/Ad Hoc | Paid monthly or quarterly; prorated if partial-year service or short-lived special committees |
| Committee chair fees | $35,000 Audit; $30,000 Comp; $30,000 Nominating & Corporate Governance; $30,000 Revenue; $35,000 Special/Ad Hoc | Quarterly in arrears; prorated for partial-year chair service |
| Board Chair fee | $135,000 | For the Board Chair (not applicable to Dalal) |
| Lead Director fee | $110,000 | For the Lead Director (not applicable to Dalal) |
| Meeting fees | $3,000 per full Board meeting over 12 per calendar year | No per-meeting fees otherwise unless approved by the Board |
| Equity in lieu of cash election | Allowed once per year | Fully vested shares or deferred units in lieu of cash retainer; calculated at prior-day close |
| Special compensation | Discretionary for “Extraordinary Board Service” | Determined retroactively by the Board based on time demands, meetings, travel, etc. |
Performance Compensation
| Award Type | Grant Value | Vesting | Settlement/Notes |
|---|---|---|---|
| Initial director award (DSUs or RSUs) | $250,000 (pro-rated from appointment date) | Vests on the day before next annual meeting, subject to continued service; accelerates upon Change in Control | |
| Annual director award (DSUs or RSUs) | $250,000 | Vests on the day before next annual meeting, subject to continued service; accelerates upon Change in Control | |
| Performance metrics tied to director compensation | None | Director equity is time-based; no revenue/EBITDA/TSR hurdles disclosed for directors |
In 2024 (prior policy year), annual director equity awards were $220,000 (DSUs or RSUs), with similar vesting/settlement parameters; 2025 policy raised the annual award to $250,000 .
Other Directorships & Interlocks
| Entity | Type | Relationship | Notes |
|---|---|---|---|
| Hill Path Capital LP | Controlling stockholder | ~49.4% ownership; right to designate up to 3 directors | Dalal is the third Hill Path designee; one-time waiver permitted >2 affiliates; one Hill Path designee on each committee, subject to independence standards and Nominating & Governance approval |
| Dave & Buster’s Entertainment, Inc.; ONE Group Hospitality, Inc. | External boards of Hill Path designees | Scott Ross and James Chambers serve on these boards | Potential information flow via Hill Path network; Dalal herself not disclosed as director of these entities |
Expertise & Qualifications
- Corporate finance and leisure/entertainment domain expertise from Hill Path and Goldman Sachs roles .
- Education: Emory (BBA), Yale (MBA) .
- Board qualifications: Board highlighted her corporate finance experience and sector specialization as contributions to PRKS oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | DSUs (excluded from beneficial count) | % of Outstanding Shares |
|---|---|---|---|
| Aayushi Dalal | 54 | 54 DSUs | ~0.0001% (54 / 55,024,612 outstanding as of Aug 11, 2025) |
- Director Stock Ownership Guidelines: Directors must hold shares equal to 5x annual cash retainer, retaining at least 50% of net-after-tax shares from equity awards until compliance; as of December 31, 2024, all outside directors were in compliance (Dalal joined in 2025; individual compliance status not disclosed) .
Governance Assessment
- Independence vs. affiliation: Although the Board affirmed Dalal’s independence, she is a Hill Path employee and was allowed onto the Board via a one-time waiver to exceed the cap on Hill Path-affiliated designees. This heightens perceived conflict risk given Hill Path’s ~49.49% stake, though mitigating controls include a special committee requirement for material related-party transactions and voting/ownership constraints in the Stockholders Agreement .
- Committee presence: Dalal was not yet assigned to any committee as of April 15, 2025; Hill Path seeks representation across committees, so future committee placement bears monitoring for influence distribution and independence dynamics .
- Pay structure signals: The 2025 policy increases the standard annual director equity award to $250,000 and allows equity in lieu of cash, maintaining time-based vesting; the 2025 Omnibus Plan raises the director total compensation limit to $3,000,000 (from $1,000,000), with excess only if approved by 75% of disinterested directors—investors should monitor use of “Special Compensation” for extraordinary service and any drift toward higher guaranteed pay vs. at-risk equity .
- Alignment: Dalal’s disclosed beneficial ownership is minimal (54 shares, plus 54 DSUs not counted in beneficial total), which may appear low relative to guideline targets; equity awards (DSUs/RSUs) and the ability to elect equity in lieu of cash can improve alignment over time .
RED FLAGS
- Controlling shareholder influence: One-time waiver enabling a third Hill Path-affiliated director (Dalal) increases Hill Path’s direct influence; continued reliance on special committees and recusal provisions is critical for investor confidence in related-party scenarios .
- Elevated director compensation cap: Raising the cap to $3,000,000 per director (from $1,000,000) introduces potential for outsized director pay; however, exceeding the cap requires 75% disinterested director approval, providing a check .
- Minimal disclosed ownership: Very small share and DSU holdings for Dalal to date; monitor progression toward stock ownership guideline compliance .
Notes on Director Compensation Policy and Meeting Cadence
- Board/committee cadence: 12 Board and 41 committee meetings in 2024; high workload can justify committee and special/ad hoc fees, but investors should assess whether “Extraordinary Board Service” fees are used judiciously .
- Executive sessions: Regular executive sessions and at least annual independent-only sessions; Audit Committee receives cybersecurity briefings at least four times per year .
Appendix: Key Policy and Agreement Provisions
- Cash compensation amounts and committee fees .
- Equity awards (initial and annual) and vesting/settlement terms .
- Equity-in-lieu-of-cash election and “Special Compensation” mechanics .
- 2025 Omnibus Plan director compensation limit and rationale .
- Hill Path Stockholders Agreement—designation rights, voting constraints, ownership caps, special committee approvals for related-party transactions, and acquisition transaction parity .