James Chambers

About James Chambers

James Chambers (age 39) is an independent Class I director of The ONE Group Hospitality, Inc. (STKS) since May 1, 2024. He is Co‑Founder and Partner at Hill Path Capital LP; previously Principal at Apollo Management (2009–2016) and analyst in Goldman Sachs’ Consumer Retail investment banking group. He holds a B.A. in Political Science with a Certificate in Markets & Management from Duke University (2007) .

Past Roles

External Roles

Board Governance

Fixed Compensation (Director)

Director compensation paid in 2024 (prorated from May 1, 2024):

Performance Compensation

• No performance‑based director compensation metrics disclosed for non‑employee directors; equity compensation is part of the retainer structure (paid in stock), not PSU/option performance vehicles for directors .

Other Directorships & Interlocks

• Investor designee: On May 1, 2024, under STKS’s Investment Agreement, Hill Path obtained the right to designate two directors; Chambers (Class I) and Scott Ross (Class III) were appointed as Hill Path designees .
• External board influence: Chambers sits on PRKS and PLAY boards and chairs key committees at those companies, enhancing cross‑company information flow within the leisure/restaurant ecosystem .

Expertise & Qualifications

• Background: Private equity and credit investing (Apollo), consumer/retail banking (Goldman), and long‑tenure strategic board roles in leisure/restaurant sectors .
• STKS board skills framework cites breadth of corporate strategy, governance, and industry operating knowledge across the board; Chambers brings public company directorship experience and finance/operations perspective .

Equity Ownership

Beneficial ownership (as of March 24, 2025):

Recent insider equity activity (Form 4):

Policy notes:

• Hedging and pledging are prohibited for directors, supporting alignment with long‑term shareholders .
• No pledges disclosed for Chambers; no loans/related‑party transactions disclosed involving him beyond the investor appointment rights described below .

Governance Assessment

Key findings and implications for investors:

• Independence and attendance: Chambers is classified independent and served on Audit and Nominating & Governance, with board/committee attendance >75% in 2024—supportive of baseline governance effectiveness .
• Capital structure and investor influence: Hill Path’s $150M preferred equity (13% compounding dividend, consent rights) and large warrant package (1.786M at $0.01; 1.0M at $10.00) combined with its right to designate directors (including Chambers) create a potential influence vector and future dilution overhang; preferred is non‑voting but carries consent rights and redemption features—an area for ongoing monitoring of minority shareholder alignment .
• Committee assignments: Chambers’ presence on the Audit Committee places an investor designee within financial oversight; however, the committee remains fully independent and includes a designated financial expert (Bullis, Chair) .
• Director pay alignment: Retainer is 60% stock/40% cash with no meeting fees, which is market‑consistent and equity‑aligned; Chambers’ 2024 pay was prorated due to mid‑year appointment .
• Shareholder feedback: Say‑on‑pay support was strong—94% in 2024 highlights, and 99.8% at the 2025 meeting—indicating broad investor confidence in compensation governance, though this reflects executive pay rather than director pay .

Potential red flags to monitor:

• Related‑party exposure: While no Chambers‑specific related‑party transactions are disclosed, the Hill Path Investment Agreement’s consent rights and director designation could create perceived conflicts in strategic or capital allocation decisions; the company’s related‑party review policy and independent committees mitigate but do not eliminate perceived risk .
• Dilution risk: Hill Path’s penny warrants are deeply in‑the‑money and represent material potential dilution if exercised; continued disclosure and capital allocation rationale will be key for minority holders .
• Multi‑board workload/interlocks: Concurrent board service at PRKS and PLAY (and chairing committees externally) adds valuable expertise but imposes time demands; continued >75% attendance at STKS will be important to confirm sustained engagement .

Say‑on‑Pay & Shareholder Feedback

Related Party / Investor Agreement Highlights (Context)

• On May 1, 2024, STKS issued preferred stock and warrants to Hill Path affiliates and HPS; preferred is non‑voting, non‑convertible, with 13% compounding dividend, consent rights, optional and mandatory redemption mechanics, and registration rights for warrants/underlying shares .
• Board appointments: As part of the agreement, Chambers (Class I) and Ross (Class III) were appointed to the board as Hill Path designees .

Director Compensation Summary (2024)

Equity Ownership Summary

Conclusion

Overall, Chambers adds seasoned investor/operator oversight and relevant sector expertise, with solid independence credentials and committee service. The Hill Path financing structure and designee rights introduce governance considerations around influence and dilution; investors should monitor Audit and Nominating committee decision‑making, continued attendance/engagement, and capital allocation choices in light of the preferred/warrants framework .