Nathaniel Lipman
Director at PRKS
Board
About Nathaniel Lipman
Nathaniel J. Lipman, age 60, has served on PRKS’s Board since January 2024 and sits on the Audit and Nominating & Corporate Governance Committees. He is a seasoned operating executive and dealmaker with leadership roles across entertainment, hospitality, marketing, media, and financial services, including Executive Chairman and prior President/CEO of CX Loyalty (formerly Affinion), earlier senior roles at Cendant, Planet Hollywood, House of Blues, and The Walt Disney Company; he holds a B.A. from UC Berkeley and a J.D. from UCLA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CX Loyalty (Affinion Group) | Executive Chairman | 2012–Nov 2015 | Oversaw strategy and governance |
| CX Loyalty (Affinion Group) | President & CEO | 2005–2012 | Led spin-out from Cendant with Apollo involvement; scaled membership/marketing businesses |
| Cendant | SVP Corporate Development & Strategic Planning | 1999–2004 | Business development; later led Trilegiant (domestic membership) and Cendant Marketing Services Division |
| Trilegiant (Cendant) | President & CEO | 2002–Apr 2004 | Led domestic membership business |
| Cendant Marketing Services Division | President & CEO | Apr 2004–2005 | Led marketing services unit |
| Planet Hollywood | EVP Strategic Development | 1996–1999 | Strategic growth initiatives |
| House of Blues Entertainment | General Counsel | 1995–1996 | Legal leadership |
| The Walt Disney Company | Senior Corporate Counsel | 1993–1995 | Corporate legal, M&A/corporate finance |
| Skadden, Arps, Slate, Meagher & Flom | Corporate Associate | 1989–1993 | M&A and corporate finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trusted Media Brands, Inc. | Director | Since 2018 | Media; Reader’s Digest parent |
| Apollo Aligned Alternatives, Inc. | Director | Since Jun 2022 | Closed-end/BDC; Apollo-affiliated |
| CURO Group Holdings Corp. | Director | Since Jun 2024 | Consumer finance; public company |
| PLBY Group, Inc. | Board Observer | 2022–2023 | Observer capacity |
| FTD.com | Chairman | 2021 | Prior Senior Advisor (2019–2021) |
| Diamond Resorts International, Inc. | Director | 2017–2021 | Hospitality/vacation ownership |
| Apollo Strategic Growth Capital II, Inc. | Director | 2021–2023 | SPAC; Apollo-affiliated |
| Redbox Automated Holdings, LLC | Director | 2016–2021 | Media kiosks |
| Exela Technologies, Inc. | Director | 2017–2019 | Business process automation |
| Walker Innovation, Inc. | Director | 2013–2019 | Innovation/IP |
| Novitex Enterprises, Inc. | Director | 2013–2017 | Document outsourcing |
| Evertec, Inc. | Director | 2010–2013 | Payments; public |
| Walker Digital Holdings, LLC | Director | 2013 | IP/ventures |
| RDA Holdings, Inc. | Director | 2013–2018 | Reader’s Digest; media |
| Netmarket Group, Inc. | Director | 2000–2003 | E-commerce |
Board Governance
- Committee assignments: Audit Committee member and Nominating & Corporate Governance Committee member; no chair roles disclosed .
- Special Committee service: Member of a Board-formed Special Committee (June–July 2025) to evaluate additional share repurchases; the Special Committee engaged Wachtell Lipton and Centerview as advisors and met multiple times .
- Independence and control considerations: Wachtell Lipton conducted interviews to assess director independence from Hill Path before Special Committee formation; governance framework requires certain transactions proposed by Hill Path or its affiliated directors to be approved by a committee of directors independent of Hill Path and by disinterested stockholders .
- Attendance: PRKS disclosed extensive Board/committee activity in 2024 (12 Board meetings; 41 committee meetings). Two incumbent directors (Narang, Schaefer) were under 75% aggregate attendance; Lipman was not flagged for an attendance shortfall .
- Ownership/retention policy: Non-employee directors must hold 5x annual cash retainer and retain 50% of net after-tax shares from equity awards until compliant; as of Dec 31, 2024, all outside directors were in compliance .
- Hedging/pledging: Company prohibits hedging by directors and limits pledging to GC-approved situations .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $110,000 | Standard non-employee director retainer under policy |
| Audit Committee Member Fee | $25,000 | Committee membership fee |
| Nominating & Corporate Governance Member Fee | $20,000 | Committee membership fee |
| Meeting Fees | $0 | Company pays $3,000 per meeting >12/year; none paid to Lipman in 2024 |
| Fees Earned or Paid in Cash (actual) | $77,500 | Lipman elected 50% of quarterly retainer in cash; reported cash total for 2024 |
Performance Compensation
| Equity Component | 2024 Value/Detail | Vesting/Settlement | Metrics/Notes |
|---|---|---|---|
| Annual director equity award (DSUs/RSUs) | Target $220,000 | Vests 100% the day before next annual meeting | |
| Initial director equity award (prorated) | Policy: $220,000 prorated based on election date | Same vesting as annual | Applies to new directors; proration based on start date in 2024 |
| Stock Awards (aggregate, actual) | $387,304 | Aggregate grant-date fair value under ASC 718 for 2024 | |
| Quarterly retainer equity (portion) | $78,078 grant-date fair value | Election-dependent; Lipman chose 50% cash, remainder equity | |
| DSU settlement (timing) | 3 months after leaving Board (post-2019 grants) | Or 6 months if specified employee; change-in-control accelerates vesting of 2024 grants |
No director performance metrics (e.g., EBITDA, TSR) are disclosed for director equity; awards are time-based under the Outside Director Compensation Policy .
Other Directorships & Interlocks
- Current public company boards: CURO Group Holdings Corp. (since June 2024); Apollo Aligned Alternatives, Inc. (since June 2022) .
- Apollo ties: Lipman’s CX Loyalty formation involved Apollo; he serves on Apollo-affiliated boards; PRKS’s Non-Executive Chairman Scott Ross has prior Apollo roles—suggesting potential network interlocks to monitor for conflicts (no related-party transactions disclosed here) .
Expertise & Qualifications
- Core expertise: Entertainment/hospitality, marketing/media, financial services; business development and marketing emphasis; extensive director experience across public/private boards .
- Education: BA (UC Berkeley); JD (UCLA) .
Equity Ownership
| Item | As of/Period | Amount | % of Outstanding |
|---|---|---|---|
| Common shares beneficially owned | Aug 11, 2025 | — | <1% (“*”) |
| Director Stock Units (DSUs) held (excluded from table count) | Aug 11, 2025 | 13,800 DSUs | N/A (settles post-service) |
| Shares Outstanding | Aug 11, 2025 | 55,024,612 | — |
| Ownership Guideline Compliance | Dec 31, 2024 | All outside directors compliant | 5x cash retainer guideline; 50% retention requirement |
Company policy prohibits hedging; pledging restricted to GC-approved cases .
Governance Assessment
- Effectiveness: Active service on Audit and Nominating & Corporate Governance Committees and on a 2025 Special Committee reviewing capital allocation signals engagement and governance value-add in areas directly affecting minority shareholder rights and control balance .
- Alignment: Heavy equity component ($387,304 grant-date value) plus DSU settlement post-service and stock ownership guideline compliance support long-term alignment; election to take 50% of retainer in cash indicates some liquidity preference but within policy norms .
- Independence/conflict monitoring: Apollo-linked network exposure should be monitored given Hill Path’s influence and Apollo affiliations in PRKS leadership history; PRKS instituted independent-committee and disinterested-stockholder protections for certain transactions, and counsel assessed independence, mitigating control-risk optics .
- Attendance/engagement: With only two directors flagged for <75% attendance (not Lipman), no attendance red flag is disclosed for Lipman amid an unusually high meeting cadence (12 Board; 41 committee) .
RED FLAGS to watch
- Control dynamics: Hill Path’s large stake and potential increases from repurchases elevate control risk; governance mitigants require independent committee and disinterested stockholder approval for certain transactions .
- Network interlocks: Apollo affiliations across Lipman’s roles and PRKS leadership history warrant continued related-party scrutiny, though no specific related-party transactions are disclosed here .