Scott Ross
ONE Group HospitalityAbout Scott Ross
Scott Ross (age 45) is an independent Class III director of The ONE Group Hospitality, Inc. (STKS), appointed May 1, 2024. He is Founder and Managing Partner of Hill Path Capital LP (since 2015) and previously held investing roles at Apollo Management (joined 2004), Goldman Sachs (Merchant Banking and Principal Finance), and Shumway Capital Partners (Aug 2008–Sep 2009). He chairs United Parks & Resorts, Inc. (NYSE: PRKS) and holds a B.A. in Economics from Georgetown University, magna cum laude, Phi Beta Kappa .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hill Path Capital LP | Founder & Managing Partner | 2015–present | Significant investor in STKS via affiliates; board designee |
| Apollo Management | Partner (PE & debt investing) | 2004–2008, 2009–2016 (see Chambers history for overlapping context) | Lodging, leisure, entertainment, consumer and business services focus |
| Goldman Sachs & Co. | Merchant Banking (PIA) and Principal Finance Group | Prior to Apollo (years not specified) | Principal investing experience |
| Shumway Capital Partners | Employed | Aug 2008–Sep 2009 | Public markets exposure |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| United Parks & Resorts, Inc. (PRKS) | Chairman; Director | Chair since Jul 2019; Director since Nov 2017 | Leisure parks operator |
| Diamond Eagle Acquisition Corp. | Director (prior) | Not specified | SPAC experience |
| Great Wolf Resorts, Inc. | Director (prior) | Not specified | Hospitality/entertainment |
| EVERTEC, Inc. | Director (prior) | Not specified | Payments/technology |
| CEC Entertainment, Inc. | Director (prior) | Not specified | Restaurants/entertainment |
Interlocks: Ross and fellow STKS director James Chambers both serve on PRKS’s board (Ross as Chair; Chambers as Director), indicating a Hill Path-linked network across leisure and dining .
Board Governance
| Attribute | Detail |
|---|---|
| Board classification | Class III; nominated Mar 4, 2025 for term through 2028 |
| Independence | Board determined Ross is independent under NASDAQ standards |
| Committees | Compensation Committee member (Chair: Angelis; members: Angelis, Bullis, Ross, Serruya) |
| Attendance | Each director attended >75% of Board and committee meetings in FY2024 |
| Executive sessions | Non-employee directors hold executive sessions at each regularly scheduled quarterly Board meeting |
| Board diversity & skills | Board skills matrix includes corporate strategy, governance, risk management, senior operating/financial expertise; Ross flagged across multiple competencies |
Fixed Compensation
| Component | Policy/Amount | Scott Ross (2024) |
|---|---|---|
| Annual Board retainer | $175,000; paid 60% stock, 40% cash | $116,667 total (prorated from May 1, 2024) |
| Cash portion | 40% of retainer; committee chair fee (+$12,500) cash | $46,667 cash |
| Equity portion | 60% of retainer in stock awards | $70,000 stock awards |
| Meeting fees | Not disclosed; no employee director pay | Not disclosed |
Performance Compensation
| Metric/Instrument | Structure | 2024 Disclosure |
|---|---|---|
| Director performance-based pay | Not typical for non-employee directors | None disclosed for directors |
| Equity award performance conditions | Not specified for directors | Not disclosed for directors |
Other Directorships & Interlocks
| Person | Shared Board | Nature |
|---|---|---|
| Scott Ross & James Chambers | United Parks & Resorts (PRKS) | Ross as Chair; Chambers as Director—Hill Path-linked governance network |
Expertise & Qualifications
- Private equity and principal investing across lodging, leisure, entertainment, consumer services (Apollo, Hill Path) .
- Public company governance experience (PRKS Chair; multiple prior boards) .
- Corporate strategy, risk management, and finance competencies per Board skills matrix .
- Economics degree (Georgetown); recognized academic credentials .
Equity Ownership
| Holder | Shares Owned | Options/Warrants (within 60 days) | Total Beneficial | Percent of Outstanding |
|---|---|---|---|---|
| Scott Ross | 20,301 | 2,786,582 warrants via HPC III Kaizen LP (1,786,582 at $0.01; 1,000,000 at $10.00) | 2,806,883 | 8.3% |
- Hedging, pledging, and short sales of Company stock are prohibited under policy; Insider Trading Policy applies to directors .
Governance Assessment
- Positive signals:
- Independence confirmed despite investor affiliation; active member of a fully independent Compensation Committee .
- Strong board process: executive sessions each quarter; >75% attendance; independent committee structure .
- Clawback policy and anti-hedging/pledging enhance alignment and risk control .
- Potential conflicts / RED FLAGS:
- Related-party exposure: Hill Path Capital’s $150M preferred investment with significant consent rights and large penny/market warrants; Ross appointed as HPC designee alongside Chambers, creating influence channels outside ordinary voting (Preferred is non-voting but with consent rights) .
- Ross serves on Compensation Committee while affiliated with a major financing counterparty; monitor committee decisions for alignment and independence .
- Concentrated warrant position (including $0.01 strike) may create divergent incentives versus common holders around redemption or consent matters .
- Shareholder sentiment context: Say-on-Pay passed with 94% approval in 2024, indicating general investor confidence in compensation governance (applies to NEOs; directional signal for oversight quality) .
Related party transaction controls: Audit Committee reviews >$120k related transactions, with Board approval for Investment Agreement; process and policies in place, but continued oversight warranted due to Hill Path’s consent rights and board designees .
Notes on Compensation Structure and Consultant Independence
- Compensation Committee engages FW Cook as independent consultant; pre-approval required for any additional services; annual compensation risk assessment performed .
Appendix: Director Compensation Table (FY2024)
| Director | Stock Awards ($) | Cash ($) | Total ($) |
|---|---|---|---|
| Scott Ross | 70,000 | 46,667 | 116,667 |