Scott Ross

About Scott Ross

Scott Ross (age 45) has served on the PRKS Board since November 2017 and as Non‑Executive Chair since July 2019. He is the Founder and Managing Partner of Hill Path Capital LP; previously he was a Partner at Apollo Global Management and held investing roles at Goldman Sachs and Shumway Capital Partners. He holds a B.A. in Economics (magna cum laude) from Georgetown University and is a Phi Beta Kappa inductee . The Board has affirmatively determined Mr. Ross is independent under NYSE standards and the company’s guidelines .

Past Roles

External Roles

Board Governance

• Current PRKS roles: Non‑Executive Chair; Chair, Compensation Committee; Member, Nominating & Corporate Governance; Member, Revenue Committee .
• Independence: Board determined Ross (and all directors) independent under NYSE standards and company guidelines; audit and compensation committees comprised of independent directors .
• Board structure: CEO and Chair roles are separated; Lead Independent Director is Timothy Hartnett (elected June 2022) .
• Meetings and engagement: In 2024 the Board met 12 times; in total, Board+committees held 41 meetings (9 Audit; 7 Compensation; 4 Nominating & Gov; 9 “other”)—well above typical peers per the company. Two directors (not Ross) fell below 75% aggregate attendance; both attended all regular quarterly board meetings; the company argues aggregate 75% is not meaningful given the unusually high meeting count .

Fixed Compensation (Director 2024)

• 2024 Total compensation reported (Stock Awards only): $597,857; he elected equity in lieu of cash .
• Outside Director policy allows all or part of cash retainers to be paid in DSUs or immediately-vesting RSUs if elected; equity calculated using the prior-day closing price on the scheduled payment date .

Performance Compensation (Director)

Directors receive DSUs/RSUs; no performance-conditioned director pay. Annual equity award: $220,000 grant value; vests 100% the day before the next annual meeting, with full vesting on change of control as defined. DSUs settle three months after board departure (or six months if “specified employee”) for awards granted after 2019 .

Other Directorships & Interlocks

• Hill Path nomination rights: Under the Stockholders Agreement (amended Feb 27, 2024), Hill Path may designate up to three directors proportionate to ownership; currently Ross and James Chambers are Hill Path designees, and Aayushi Dalal was proposed as a third (one‑time waiver to allow three affiliated designees). One Hill Path designee must sit on each committee, subject to independence standards and Nominating & Governance approval .
• Voting constraints: Hill Path must vote shares above 24.9% either proportionately with disinterested shareholders or in favor of Board recommendations (as amended, generally proportionate voting). Certain transactions proposed by Hill Path require approval by a special committee of independent directors and a “Disinterested Stockholder Approval” .
• Share repurchase governance: 2025 special meeting sought authority for up to $500M additional repurchases with a cap to prevent Hill Path from reaching ≥70% ownership; required Disinterested Stockholder Approval, with independent special committee formed to evaluate .

Expertise & Qualifications

The Board cites Ross’s significant corporate finance and leisure/entertainment sector experience, gained at Goldman Sachs, Shumway, Apollo, and as founder of Hill Path, plus prior public/private board service .

Equity Ownership

Insider Trades (Form 4 and Section 16 Compliance)

Note: Beneficial ownership and DSU/RSU balances above reflect proxy disclosures; no Form 4 delinquencies for Ross were reported by the company for 2024 .

Governance Assessment

• Strengths

  • Independent, non‑executive Chair with separate CEO, plus a designated Lead Independent Director—supports checks and balances .
  • Active Compensation Committee chaired by Ross; strong clawback language and stock ownership guidelines for directors and executives .
  • Broad shareholder engagement and strong Say‑on‑Pay support (99.1% in 2024), indicating investor confidence in compensation oversight .
  • Alignment: Ross elected to take 100% of 2024 director compensation in equity (no cash fees), increasing skin‑in‑the‑game .

• Risks/Red Flags to monitor

  • Controlling‑shareholder dynamics: Hill Path owns ~49% and has director nomination rights; notwithstanding formal independence determinations, perceived influence is elevated. Mitigants include proportional voting above 24.9%, special committee requirements, and disinterested stockholder approvals for key actions .
  • Board granted a one‑time waiver to allow three Hill Path‑affiliated designees (adding Dalal), increasing affiliation concentration on the Board .
  • Director compensation limit increase in 2025 Omnibus Plan from $1.0M to $3.0M (subject to disinterested stockholder approval) could enable higher director pay versus peers; company cites unusually high meeting/engagement load to justify flexibility .
  • Share repurchases can increase Hill Path’s relative ownership; company sought additional disinterested approvals with explicit caps, but influence risk persists; also, a third‑party license (Sesame Workshop) has a “change of control” clause with potential $10M consent fee—company does not believe repurchases trigger it, but it remains a contractual risk to track .

Appendix: Director Compensation (Detail for 2024)

All other figures and statements are sourced from PRKS proxy statements unless otherwise noted.