DEF 14A of Lucky Strike Entertainment Corp, Oct 25, 2024

DEF 14A of Lucky Strike Entertainment Corp

Filed Oct 25, 2024 · FY20240001104659-24-111457

Open on EDGAR

  1. Directors

    Directors The following table sets forth information with respect to our director nominees, assuming they are reelected at the Annual Meeting:

  2. Director Nominees for Election at the Annual Meeting

    Director Nominees for Election at the Annual Meeting

  3. Director Nominees for Election at the Annual Meeting

    | Name | Age | Director Since | Independent | Board Committee(s) | | Thomas F. Shannon* | 59 | 2021 | N | | | Brett I. Parker | 46 | 2021 | N | | | Michael J. Angelakis | 60 | 2021 | Y | Nominating and Corporate Governance Committee+ | | Robert J. Bass | 75 | 2021 | Y | Audit Committee,+ Nominating and Corporate Governance Committee | | Sandeep Mathrani | 62 | 2021 | Y | Audit Committee, Compensation Committee | | Alberto Perlman | 48 | 2022 | Y | Audit Committee, Compensation Committee | | Rachael A. Wagner | 42 | 2021 | Y | Compensation Committee | | John A. Young** | 59 | 2021 | Y | Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee+ |

  4. Director Nominees for Election at the Annual Meeting

    * Chairman of the Board ** Lead Director + Committee Chair

  5. Board Nominees

    Board Nominees Thomas F. Shannon is the founder, Chairman, Chief Executive Officer and a director of Bowlero. Mr. Shannon became a director of Bowlero upon consummation of the business combination (the “Business Combination”) contemplated by the Business Combination Agreement, dated as of July 1, 2021, as amended on November 1, 2021 (the “Business Combination Agreement”), by and among Isos Acquisition Corporation (“Isos”) and Bowlero Corp. (“Old Bowlero”). Mr. Shannon founded Old Bowlero with the acquisition of Bowlmor Lanes in 1997 and has grown Bowlero into the world’s largest operator of bowling entertainment centers. Mr. Shannon holds a Master in Business Administration from the Darden School at the University of Virginia and is a graduate of the American University. Mr. Shannon is a valuable member of the Board because of his in-depth knowledge of Bowlero’s business resulting from his years of service with the Company and his leadership experience as Bowlero’s Founder, Chairman and Chief Executive Officer. Brett I. Parker is the Executive Vice Chairman and a director of Bowlero and previously served as its President, Chief Financial Officer, Secretary, and Treasurer. Mr. Parker was a director of Old Bowlero as well as its Chief Financial Officer from 2001 until the consummation of the Business Combination. Prior to joining Old Bowlero, Mr. Parker worked for RehabManager.com as a business development analyst. Mr. Parker is a graduate of Cornell University with a Bachelor of Science degree in Applied Economics and Business Management with a concentration in Business Management and Marketing. Mr. Parker is a valuable member of the Board because of the critical leadership he has provided Bowlero for over 20 years and his financial and business expertise. Michael J. Angelakis had been a director of Old Bowlero since 2017 and became a director of Bowlero upon consummation of the Business Combination. He is the Chairman and Chief Executive Officer of Atairos. He also serves as a Senior Advisor to the Executive Management Committee of Comcast Corporation. Prior to founding Atairos, he served as Comcast’s Vice Chairman and Chief Financial Officer. In those roles, Michael was responsible for many strategic, financial, administrative and other areas within Comcast. During his tenure at Comcast, Michael was recognized by Institutional Investor magazine as one of “America’s Best Chief Financial Officers” six out of eight years. Prior to joining Comcast, Michael served as a Managing Director and a member of the Management and Investment Committees of Providence Equity Partners, one of the leading private equity firms investing in technology, media and communications companies around the world. Before joining Providence, Michael was Chief Executive Officer of State Cable TV Corporation and Aurora Telecommunications. He also served as Vice President at Manufacturers Hanover Trust Company in New York, where he oversaw one of the bank’s media and communications portfolios. Additionally, Michael spent several years in London developing Manufacturers Hanover’s acquisition finance and merchant banking activities throughout Western Europe. He is a member of the board of directors of the following public companies: Exxon Mobil Corporation (NYSE: XOM), TriNet Group (NYSE: TNET) and Clarivate PLC (NYSE: CLVT), as well as the following private companies: Arcis Golf and The Orogen Group, and V Sports. Previously, Michael was the Chairman of the Board for the Federal Reserve Bank of Philadelphia, a member of the board of directors of Duke Energy, Groupon Corporation (NASDAQ: GRPN), Hewlett Packard Enterprises (NYSE: HPE), and a trustee of Babson College. Michael is a graduate of the Owner/President Management Program at the Harvard Business School and of Babson College. Mr. Angelakis is a valuable member of the Board because of his extensive financial expertise and his years of experience on the boards of directors of other public companies. Robert J. Bass became a director of Bowlero upon the consummation of the Business Combination. Mr. Bass served as a vice chairman of Deloitte & Touche LLP from 2006 through June 2012, and was a partner at Deloitte from 1982 through June 2012, where he specialized in e-commerce, mergers and acquisitions, SEC filings and related issues. At Deloitte, Mr. Bass was responsible for all services provided to Forstmann Little and its portfolio companies and was the advisory partner for Blackstone, DIRECTV, 24 Hour Fitness, McKesson, IMG and CSC. In addition, he has been an advisory partner for RR Donnelley, Automatic Data Processing, Community Health Systems and Avis Budget. Mr. Bass serves on the board of directors of Groupon (NASDAQ: GRPN) and is both a member of the compensation committee and chairman of the audit committee. He serves as a member of the board of directors of Apex Tool Group, LLC, including as chairman of the audit committee, and as a member of the board of directors and as chairman of the audit committee of Redfin Corporation (NASDAQ: RDFN). Mr. Bass also serves on the board of trustees of Blackstone Secured Lending Fund (NYSE: BXSL) and is chairman of the audit committee and a member of the nominating/governance committee and the compensation committee. He serves on the board of trustees of Blackstone Private Credit Fund and is chairman of the audit committee and a member of the nominating/governance committee and the compensation committee. Previously, Mr. Bass served on the board of directors of Sims Metal Management (ASX: SGM.AX) from September 2013 to December 2018 and was a member of the risk and audit committee from September 2013, including serving as chairman of the risk and audit committee from November 2014, and he also served on the board of directors and as chairman of the audit committee of New Page Corporation from January 2013 (emergence from chapter XI) to January 2015 (sale of the company). Mr. Bass is a certified public accountant licensed in New York and Connecticut. He is a member of the American Institute of Certified Public Accountants and the Connecticut State Society of Certified Public Accountants. Mr. Bass holds a Master in Business Administration from the Columbia University Graduate School of Business and a Bachelor of Business Administration Degree from Emory University. Mr. Bass is a valuable member of the Board because of his experience and knowledge of public company financial reporting and accounting. His experience at the highest levels of a Big Four accounting firm is an invaluable resource to the Board in its oversight of the Company’s financial statements and SEC filings.

  6. Board Nominees

    Sandeep Mathrani became a director of Bowlero upon consummation of the Business Combination. Mr. Mathrani currently serves as Managing Director of Sycamore Partners, a private equity firm specializing in consumer, distribution and retail-related investments. Mr. Mathrani served as the chief executive officer of WeWork (NYSE: WEWK) and a member of its board of directors from February 2020 to May 2023. Prior to WeWork, he served as CEO of Brookfield Properties Retail Group and as Vice Chairman, Brookfield Properties from August 2018 to February 2020. Prior to that, he served as CEO of GGP Inc. for eight years, during which time he oversaw the company’s strategic rebranding in 2017 to a retail real estate company, as well as the successful $9.25 billion acquisition of GGP by Brookfield Property Partners in 2018. Before joining GGP in 2010, Mr. Mathrani was President of Retail for Vornado Realty Trust, where he oversaw the firm’s U.S. retail real estate division. Before that, he spent nearly a decade as Executive Vice President at Forest City Ratner. Mr. Mathrani currently serves as a member of the board of directors of Dick’s Sporting Goods (NYSE: DKS) and Tanger Factory Outlet Center, Inc. (NYSE: SKT). Mr. Mathrani served on the executive board and the board of trustees for the International Council of Shopping Centers, the executive board and 2019 chair of the National Association of Real Estate Investment Trusts, as well as on the board of directors for Host Hotels & Resorts, Inc. (Nasdaq: HST). He holds a Master of Engineering, Master of Management Science and Bachelor of Engineering from Stevens Institute of Technology. Mr. Mathrani is a valuable member of the Board because of his significant experience as a real estate industry veteran and his valuable corporate governance, management, operational and strategic expertise. Alberto Perlman became a director of Bowlero in December 2022. Mr. Perlman currently serves as the chief executive officer and co-founder of Zumba Fitness, LLC, the largest branded fitness program in the world. At Zumba, Mr. Perlman oversees marketing, product development, business development and innovation, and negotiates strategic partnerships with fitness clubs and organizations around the world. Since its inception in 2001, the Zumba® program has grown from a single class taught in a Miami gym into a global movement and expansive lifestyle brand. Zumba now reaches 15 million weekly participants in 200,000 locations in 186 countries. Prior to founding Zumba, Mr. Perlman was founder and CEO of internet-incubator Spydre Labs and worked as a consultant for the Mitchell Madison Group. Mr. Perlman earned his bachelor’s degree in business from Babson College. Mr. Perlman is a valuable addition to the Board due to his experience and perspective in marketing, business development, collaborations, public relations and social media. Rachael A. Wagner had been a director of Old Bowlero since 2017 and became a director of Bowlero upon consummation of the Business Combination. She is a Partner at Atairos, where she leads investments in the leisure, entertainment and digital media industries. Ms. Wagner joined Atairos from Lindsay Goldberg, where she participated in all major investment functions, including origination, transaction execution and portfolio company development. Ms. Wagner was a Managing Director at Lindsay Goldberg and served as a Director on several portfolio company boards across a wide range of industries, including food & beverage manufacturing, specialty distribution, government services and downstream energy. Prior to joining Lindsay Goldberg, Ms. Wagner worked at Lion Capital and in the Private Equity group at Blackstone. She previously served as a member of the board of directors of Oxford University’s Saïd Business School and as a member of the Council on Foreign Relations. Ms. Wagner is a member of the board of directors of Arcis Golf, Wilson College and LifeLabs Learning, a workplace training and consulting company. She received her Master of Business Administration degree and an MSc in Comparative Social Policy from Oxford University, where she was a Rhodes Scholar, and her Bachelor’s degree from Harvard University. Ms. Wagner is a valuable member of the Board because of her management and professional experience. John A. Young had been a director of Old Bowlero and its predecessor entities since 2013 and became a director of Bowlero upon consummation of the Business Combination. He is the retired President, CEO and Director of Colfax Corporation (NYSE:CFX). He was one of the co-founders of Colfax and served as its Chief Financial Officer from 1995 to 2000 and Chief Executive Officer from 2000 until 2010. After leaving Colfax, he served as a Senior Advisor to Oaktree Capital Management from 2011 until 2016 and has been a director of multiple privately owned businesses in the industrial, recreational products and healthcare industries. Prior to employment with Colfax, Mr. Young was Director of Corporate Development at AMF Industries and was an M&A Associate at Chase Manhattan Bank. Mr. Young is a graduate of the University of Virginia with a Master in Business Administration from the Darden School of Business, where he was a Shermet Scholar, and a Bachelor of Science Degree in Finance from the McIntire School. Mr. Young is a valuable member of the Board because of his years of management experience and expertise.

  7. Compensation Consultants

    Compensation Consultants Our compensation committee is authorized to engage a compensation consultant to assist the compensation committee in its responsibilities. During fiscal 2024, the compensation committee engaged Mercer as its compensation consultant to provide ongoing advisory services to the compensation committee, which include review of the executive compensation of our officers and outside directors, development of market-based incentive guidelines, compensation decision support, and other services as may be directed by the compensation committee. The compensation consultants from Mercer have no other direct or indirect business relationships with us. The compensation committee has assessed the independence of Mercer and has concluded that its engagement of Mercer does not raise any conflict of interest with the Company or any of its directors or executive officers.

  8. Employment Agreements

    Employment Agreements

  9. Current Employment Agreement with Mr. Shannon

    Current Employment Agreement with Mr. Shannon Effective as of the closing of the Business Combination, Bowlero entered into an employment agreement with Mr. Shannon, as Chief Executive Officer. The agreement superseded Mr. Shannon’s prior employment agreement with Old Bowlero. Under the terms of the employment agreement, Mr. Shannon serves as a member of our Board and its Chairman. The initial term of Mr. Shannon’s employment was scheduled to expire on the third anniversary of the effective date (which is December 15, 2024), subject to automatic renewal for successive one-year periods unless either party provides at least 90 days’ notice of non-renewal. A notice of non-renewal was not provided by either party. The agreement provides for an initial annual base salary of $1,274,000 for Mr. Shannon (subject to annual review by our compensation committee for possible increase) and for target and maximum annual bonuses equal to 100% and 200% of base salary. The actual amount of any bonus that Mr. Shannon earns will be determined by our compensation committee in accordance with the terms of the Company’s annual incentive plan, with overall corporate performance goals the same as for other senior executives. Under the terms of the employment agreement, Mr. Shannon is entitled to participate in all employee benefit plans made available to executive officers generally, reimbursement of reasonable business expenses, and four weeks of vacation per year (or such greater vacation benefits as may be provided to other senior executives). In addition, under the Company’s Corporate Aircraft Policy, Mr. Shannon is entitled to use the Company’s aircraft for non-business purposes in accordance with the provisions of the policy, for up to 77 hours per year in the aggregate. The agreement provides for severance benefits on termination of employment by the Company without “cause” or by Mr. Shannon for “good reason” (as such terms are defined in the agreement), consisting of the following: an amount equal to the sum of the executive’s base salary plus target bonus, payable in equal monthly installments over 12 months; the annual bonus for the fiscal year of termination, determined based on actual performance, as prorated based on the number of days employed in the year; and • payment or reimbursement of premiums for continued health plan coverage for up to 18 months. However, if the termination occurs during the “change in control period” (as defined in the agreement), the severance benefits consist of the following: • an amount equal to two times the sum of the executive’s base salary plus target bonus, payable in a lump sum; • the annual bonus for the fiscal year of termination, determined based on actual performance (but not less than the target bonus), as prorated based on the number of days employed in the year; • fully accelerated vesting of all equity awards; and • payment or reimbursement of premiums for continued health plan coverage for up to 18 months. These severance benefits are subject to Mr. Shannon’s execution and non-revocation of a mutual release of claims in the form attached to the agreement, and his not materially breaching the restrictive covenants in the agreement (including confidentiality, non-competition, invention assignment and non-solicitation of customers, employees and consultants).

  10. Employment Agreement with Mr. Lavan

    Employment Agreement with Mr. Lavan Our employment agreement with Mr. Lavan, our Chief Financial Officer and Treasurer, provides for an annual base salary of $625,000 and that is subject to annual review by our compensation committee. Pursuant to the employment agreement, Mr. Lavan’s target annual bonus is 75% of his base salary. The term of Mr. Lavan’s employment agreement is two years (ending in May 2025). Under the terms of the employment agreement, Mr. Lavan is entitled to participate in all employee benefit plans made available to executive officers generally, including our long-term incentive compensation plan, and reimbursement of reasonable business expenses. Mr. Lavan’s employment agreement provides for severance benefits on termination of employment by the Company without “cause” or by him for “good reason” (as such terms are defined in the agreement), consisting of the following: • an amount equal to his base salary, at the rate in effect on the date of termination, payable in equal monthly installments over 12 months; and • payment or reimbursement of premiums for continued health plan coverage for up to 12 months. However, if the termination occurs during the “change in control period” (as defined in the agreement), the 12 months of base salary is payable in a lump sum (rather than in monthly installments over 12 months). These severance benefits are subject to the Mr. Lavan’s execution and non-revocation of a release of claims in a form provided by the Company following the last day of employment, and his not materially breaching restrictive covenants relating to confidentiality, intellectual property, cooperation, non-competition, and non-solicitation of customers, employees and agents.

  11. Stock Options

    Stock Options In accordance with his employment agreement, on December 15, 2021, Mr. Shannon received two nonqualified options, each of which was granted pursuant to the Company’s 2021 Omnibus Incentive Plan (the “Incentive Plan”) and an option award agreement. These include an initial option (the “Initial Option”) and an option (the “Reallocated Option”) determined by reference to certain options that were forfeited before the closing date under the 2017 Bowlmor AMF Corp. Stock Incentive Plan. The Initial Option relates to shares of Class A Common Stock, and the Reallocated Option relates to shares of Class B Common Stock. The number of shares subject to the Initial Option is 6,781,520 . The number of shares subject to the Reallocated Option is 482,784. Each option expires on December 15, 2031 or, if earlier, 90 days after termination of employment (or the first anniversary of termination due to death or disability). Mr. Shannon’s employment agreement provides that he is not eligible for additional compensatory grants pursuant to the Company’s long-term equity incentive program until December 15, 2026. Each Initial Option originally consisted of five tranches, with an equal number of shares subject to each tranche. The per share exercise price and the vesting schedule for each tranche are as follows: • Tranche 1: $10 exercise price, vesting in one-third installments on each of the first, second and third anniversaries of the grant date. • Tranche 2: $12 exercise price, vesting in one-third installments on each of the second, third and fourth anniversaries of the grant date. • Tranche 3: $14 exercise price, vesting in one-third installments on each of the third, fourth and fifth anniversaries of the grant date. • Tranche 4: $16 exercise price, vesting in one-third installments on each of the fourth, fifth and sixth anniversaries of the grant date. • Tranche 5: $18 exercise price, vesting in one-third installments on each of the fifth, sixth and seventh anniversaries of the grant date. If, during the change in control period, Mr. Shannon’s employment is terminated by the Company without cause or by him for good reason, his Initial Option will fully vest. On all other terminations of employment, any unvested portion of the Initial Option will be forfeited (and if the termination is for cause, the vested portion of the Initial Option will also be forfeited). Each Reallocated Option has a per share exercise price of $10 and is fully vested and exercisable from the grant date. Pursuant to Mr. Lavan’s employment agreement, he received a nonqualified option, which was granted pursuant to the Incentive Plan and an option award agreement, to purchase 444,115 shares of Class A Common Stock, consisting of three tranches with an equal number of shares subject to each tranche. The per share exercise price and the vesting schedule for each tranche are as follows: • Tranche 1: $15.33 exercise price, vesting in one-half installments on each of the first and second anniversaries of the grant date. • Tranche 2: $17.33 exercise price, vesting in one-half installments on each of the first and second anniversaries of the grant date. • Tranche 3: $19.83 exercise price, vesting in one-half installments on each of the first and second anniversaries of the grant date. If, during the change in control period, Mr. Lavan’s employment is terminated by the Company without cause or by him for good reason, his option will fully vest and become exercisable. On all other terminations of employment, any unvested portion of the option will be forfeited (and if the termination is for cause, the vested portion of the option will also be forfeited). Mr. Ekster received a nonqualified option concurrent with his appointment as President of Bowlero, which was granted pursuant to the Incentive Plan and an option award agreement, to purchase 154,815 shares of Class A Common Stock, consisting of three tranches with an equal number of shares subject to each tranche. The per share exercise price and the vesting schedule for each tranche are as follows: Tranche 1: $15.41 exercise price, vesting in one-third installments on each of the first, second, and third anniversaries of the grant date. Tranche 2: $17.91 exercise price, vesting in one-third installments on each of the first, second, and third anniversaries of the grant date. • Tranche 3: $20.41 exercise price, vesting in one-third installments on each of the first, second, and third anniversaries of the grant date. If, during the 24-month period after a change in control, Mr. Ekster’s employment is terminated by the Company without cause, his option will fully vest and become exercisable. On all other terminations of employment, any unvested portion of the option will be forfeited (and if the termination is for cause, the vested portion of the option will also be forfeited).

  12. Stock Units and Restricted Shares

    Stock Units and Restricted Shares Prior to his appointment as President, Mr. Ekster was granted awards of restricted stock units (“RSUs”), performance stock units (“PSUs”) and restricted shares under the Incentive Plan and individual award agreements. The awards are scheduled to vest subject to Mr. Ekster’s continued employment for a specified period and, in the case of the PSUs and restricted shares, achievement of a specified share price performance goal. If Mr. Ekster’s employment is terminated by the Company without cause (other than during the 24-month period after a change in control) or on account of his death or disability, a prorated portion of the unvested RSUs or PSUs will vest as of such termination (and the remaining unvested portion of the awards will be forfeited). If Mr. Ekster’s employment is terminated by the Company without cause during the 24-month period after a change in control, the then-unvested RSUs or PSUs will fully vest as of such termination. If an Acceleration Event (as defined in the Business Combination Agreement) occurs on or prior to December 15, 2026, the restricted shares will fully vest as of the date of the Acceleration Event. However, if the Acceleration Event is a Change of Control (as defined in the Business Combination Agreement), the restricted shares will only vest if the value of the consideration received by shareholders in the Change of Control equals or exceeds the applicable share price performance goal. For more information about Mr. Ekster’s RSU, PSU and restricted share awards, see the “Outstanding Equity Awards at Fiscal Year End” table below.

  13. 2024 Short-Term Incentive Awards

    2024 Short-Term Incentive Awards The Annual Incentive Plan (the “Annual Plan”) provides cash incentives to named executive officers based on attainment of a Company EBITDA performance target and, with respect to Mr. Ekster and Mr. Lavan, achievement of individual performance goals. For Mr. Ekster and Mr. Lavan, the compensation committee assigned a weight of 35% to the Company EBITDA performance target and a weight of 65% to the individual performance goals. Mr. Shannon’s short-term incentive opportunity is based 100% on the Company EBITDA performance target. Each of our named executive officers was eligible for an annual short-term incentive award for fiscal 2024. The target short-term incentive opportunity for each of our named executive officers for fiscal 2024 under the Annual Plan was as follows:

  14. 2024 Short-Term Incentive Awards

    | Named Executed Officer | Target Annual Incentive as a Percentage of Annual Base Salary | | Thomas F. Shannon | 125% | | Lev Ekster | 50% | | Robert M. Lavan | 75% |

  15. 2024 Short-Term Incentive Awards

    The target short-term incentive opportunity for our Company EBITDA performance target for each of our named executive officers for fiscal 2024 under the Annual Plan was as follows (with straight-line interpolation for achieving performance between the threshold and maximum levels):

  16. 2024 Short-Term Incentive Awards

    | | Threshold | | Target | | Maximum | | | Named Executive Officer | Percentage of EBITDA Performance Goal | Payout as a Percentage of Target | Percentage of EBITDA Performance Goal | Payout as a Percentage of Target | Percentage of EBITDA Performance Goal | Payout as a Percentage of Target | | Thomas F. Shannon | 85% | 25% | 100% | 100% | 125% | 200% | | Lev Ekster | 95% | 75% | 100% | 100% | 112.5% | 125% | | Robert M. Lavan | 95% | 75% | 100% | 100% | 112.5% | 125% |

  17. 2024 Short-Term Incentive Awards

    The actual level of achievement of the EBITDA goals for fiscal 2024 was 93%, resulting in Mr. Shannon earning a bonus equal to 86% of his target bonus and Mr. Ekster and Mr. Lavan each earning 0% of the portion of his bonus that was based on the Company EBITDA performance target. Mr. Ekster and Mr. Lavan each was awarded 100% of the individual portion of his bonus. The table below summarizes the final Annual Plan payouts to our current named executive officers for fiscal 2024:

  18. 2024 Short-Term Incentive Awards

    | Named Executive Officer | Base Salaryx | Target Incentivex | (EBITDA Payout Factorx | EBITDA Weight | + | Individual Performance Payout Factorx | Individual Performance Weight) | = | Final Payout | | Thomas F. Shannon | $1,386,000 | 125% | 86% | 100% | | — | — | | $1,489,950 | | Lev Ekster | $684,504(1) | 50% | 0% | 35% | | 100% | 65% | | $222,464 | | Robert M. Lavan | $625,000 | 75% | 0% | 35% | | 100% | 65% | | $304,688 |

  19. 2024 Short-Term Incentive Awards

    Because Mr. Ekster assumed his current role on January 15, 2024, his bonus eligible base salary is the time-weighted average of the base salaries for his current and prior roles.

  20. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers for the fiscal years ended June 30, 2024 and July 2, 2023.

  21. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Thomas F. Shannon Chairman and Chief Executive Officer | 2024 | 1,386,000 | — | — | — | 1,489,950 | 108,921 | 2,886,771 | | | 2023 | 1,310,000 | — | — | — | 1,758,120 | 94,866 | 3,162,986 | | Lev Ekster President | 2024 | 684,504 | 25,000 | — | 808,310 | 222,464 | 15,924 | 1,756,195 | | Robert M. Lavan Chief Financial Officer and Treasurer | 2024 | 625,000 | — | — | — | 304,688 | 15,274 | 994,962 | | | 2023 | 88,964 | — | — | 3,465,577 | 70,709 | — | 3,625,251 |

  22. Summary Compensation Table

    (1) The amount reported for fiscal 2024 for each of Mr. Shannon and Mr. Lavan reflects his current base salary. The amount reported for Mr. Ekster for fiscal 2024 is the time-weighted average of the base salaries for his current and prior roles based on his start date as President of January 15, 2024. The amount reported for Mr. Lavan for fiscal 2023 reflects the prorated amount of the base salary that he received for the portion of the fiscal year beginning on his start date of May 11, 2023. (2) The amounts reported reflect the aggregate grant date value of the stock options granted to each of Mr. Ekster and Mr. Lavan under the Incentive Plan, as calculated in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. Assumptions used in calculating these amounts are described in Note 15 of our audited financial statements for the fiscal year ended June 30, 2024, included in our fiscal 2024 Annual Report on Form 10-K (see also above under “Stock Options”). (3) Amounts for fiscal 2024 reflect amounts paid in September 2024 under the Annual Plan, as applicable to the named executive officer, as approved by the compensation committee in September 2024. See above under “Executive — 2024 Compensation Determinations — 2024 Short-Term Incentive Awards.” The amounts reported for fiscal 2024 for each executive reflect payments for short- and long-term disability benefits, medical and life insurance premiums, and imputed taxable income from life insurance policy coverage. For Mr. Shannon, the amounts for fiscal 2024 also reflect personal usage of the Company’s aircraft of $83,959, under the Company’s Corporate Aircraft Policy, in which Mr. Shannon is entitled to use the Company’s aircraft for non-business purposes in accordance with the provisions of the policy, for up to 77 hours for fiscal 2024. The amount of incremental cost for personal use of the aircraft is determined by totaling the incremental variable costs for each personal flight which costs include trip-related crew hotels, lodging and ground transportation, in-flight food and beverages, landing and ground handling fees, hangar or aircraft parking, trip-specific insurance, customs, permits & fees obtained for the specific flight, fuel, and other smaller variable costs. For the purposes of calculating incremental costs, we include the variable costs of any deadhead flights made in connection with personal travel. Mr. Shannon is required to pay his own taxes on imputed taxable income resulting from personal use of our aircraft.

  23. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information about the outstanding equity awards held by our named executive officers as of June 30, 2024.

  24. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Thomas F. Shannon(16) | 1/7/2020 | 3,563,684(2) | | 4.13 | 01/07/2030 | | | | | | | 1/7/2020 | 12,237,385(2) | | 7.92 | 01/07/2030 | | | | | | | 12/15/2021 | 482,784(3) | | 10.00 | 12/15/2031 | | | | | | | 12/15/2021 | 904,166 | 452,083(4) | 10.00 | 12/15/2031 | | | | | | | 12/15/2021 | | 1,356,250(5) | 12.00 | 12/15/2031 | | | | | | | 12/15/2021 | | 1,356,250(6) | 14.00 | 12/15/2031 | | | | | | | 12/15/2021 | | 1,356,250(7) | 16.00 | 12/15/2031 | | | | | | | 12/15/2021 | | 1,356,250(8) | 18.00 | 12/15/2031 | | | | | | Lev Ekster | 12/15/2021 | | | | | | | 2,701(9) | 30,009 | | | 3/2/2022 | | | | | 4,200(10) | 60,858 | | | | | 3/2/2022 | | | | | 4,200(11) | 60,858 | | | | | 1/2/2023 | | | | | 1,680(12) | 24,343 | | | | | 1/2/2023 | | | | | | | 840(13) | 12,172 | | | 1/12/2024 | | 51,605(14) | 15.41 | 1/12/2034 | | | | | | | 1/12/2024 | | 51,605(14) | 17.91 | 1/12/2034 | | | | | | | 1/12/2024 | | 51,605(14) | 20.41 | 1/12/2034 | | | | | | Robert M. Lavan | 5/11/2023 | | 148,038(15) | 15.33 | 5/11/2033 | | | | | | | 5/11/2023 | | 148,039(15) | 17.33 | 5/11/2033 | | | | | | | 5/11/2023 | | 148,038(15) | 19.83 | 5/11/2033 | | | | |

  25. Outstanding Equity Awards at Fiscal Year End

    (1) The values shown equal the number of shares or units multiplied by $14.49, the closing price of a share of our common stock on June 30, 2024, as reported on the NYSE. (2) These options were granted under the Bowlmor AMF Corp. 2017 Stock Incentive Plan on January 7, 2020. Pursuant to the Business Combination Agreement, the options became fully vested on the closing date of the Business Combination. (3) These Reallocated Options were granted under the Incentive Plan on December 15, 2021 and were fully vested at grant (see above under “Equity Incentive Awards”). (4) These Initial Options were granted under the Incentive Plan on December 15, 2021. The first and second tranches of these options vested on the first and second anniversaries of the grant date, respectively, and the remaining unvested options are scheduled to vest on the third anniversary of the grant date (see above under “Stock Options”). (5) These Initial Options were granted under the Incentive Plan on December 15, 2021. The first installment of these options vested on the second anniversary of the grant date, and the remaining unvested options are scheduled to vest in equal installments on the third and fourth anniversaries of the grant date (see above under “Stock Options”). (6) These Initial Options were granted under the Incentive Plan on December 15, 2021 and are scheduled to vest in one-third installments on the third, fourth and fifth anniversaries of the grant date (see above under “Stock Options”). (7) These Initial Options were granted under the Incentive Plan on December 15, 2021 and are scheduled to vest in one-third installments on the fourth, fifth and sixth anniversaries of the grant date (see above under “Stock Options”). These Initial Options were granted under the Incentive Plan on December 15, 2021 and are scheduled to vest in one-third installments on the fifth, sixth and seventh anniversaries of the grant date (see above under “Stock Options”). These restricted shares were granted pursuant to the Business Combination Agreement in connection with the consummation of the Business Combination on December 15, 2021 and will vest if the Company’s closing share price of the Class A Common Stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20-trading day period ending on or prior to December 15, 2026. (10) These RSUs were granted under the Incentive Plan on March 2, 2022. The first and second installments vested on December 15, 2022 and December 15, 2023, respectively, and the final installment is scheduled to vest on December 15, 2024 (see above under “Stock Units and Restricted Shares”). (11) This award was originally granted under the Incentive Plan as PSUs on March 2, 2022 that were scheduled to vest on December 15, 2024, if the Company’s closing share price of the Class A Common Stock equaled or exceeded $12.00 per share for any consecutive 90-day period ending on or prior to the scheduled vesting date. Because the share performance goal has been achieved, the award is scheduled to vest on December 15, 2024, subject only to continued employment (see above under “Stock Units and Restricted Shares”). (12) These RSUs were granted under the Incentive Plan on January 2, 2023. The first installment vested on January 2, 2024, and the second and third installments are scheduled to vest in equal installments on January 2, 2025 and January 2, 2026 (see above under “Stock Units and Restricted Shares”). (13) These PSUs were granted under the Incentive Plan on January 2, 2023 and are scheduled to vest on January 2, 2026, if the Company’s closing share price of the Class A Common Stock equals or exceeds $15.35 per share for any consecutive 90-day period ending on or prior to the scheduled vesting date (see above under “Stock Units and Restricted Shares”). (14) These options were granted under the Incentive Plan on January 12, 2024 and are scheduled to vest in one-third installments on the first, second, and third anniversaries of the grant date (see above under “Stock Options”). (15) Each of these three tranches of this option was granted under the Incentive Plan on May 11, 2023. This first installment of each tranche of this option vested on the first anniversary of the grant date, and the second and third installments of each tranche of this option are scheduled to vest on the second and third anniversaries of the grant date (see above under “Stock Options”). (16) As of June 30, 2024, (a) Mr. Shannon (indirectly through TS) held non-compensatory restricted stock units with respect to 4,916,295 shares of Class B Common Stock (the managing member of TS is The Cobalt Group, LLC, and Mr. Shannon is the managing member of The Cobalt Group, LLC). These restricted stock units (see below under “Beneficial Ownership of Securities”) were granted on or after December 15, 2021 and will vest if specified share price vesting conditions are met by December 15, 2026.

  26. Compensation of Directors

    Compensation of Directors Under the Company’s Non-Employee Director Compensation Policy, which provides each non-employee director with compensation for service on the Board in the form of annual cash retainers and equity awards. The annual cash retainers are as follows:

  27. Compensation of Directors

    | Retainer | Amount | | Basic retainer for each Non-Employee Director | $85,000 | | Audit Committee Chair | $25,000 | | Compensation Committee Chair | $20,000 | | Nomination and Corporate Governance Committee Chair | $15,000 | | Lead Independent Director (if applicable) | $40,000 |

  28. Compensation of Directors

    The retainers are payable quarterly in arrears, unless the director elects to defer receipt of the retainers to the earlier of separation from service or a change in control of the Company. Directors may also elect to receive their retainers in shares of Class A Common Stock, with the shares delivered either currently or on a deferred basis. Equity awards are granted to directors pursuant to the Incentive Plan in the form of restricted stock units (“RSUs”) that are settled in shares of Class A Common Stock. For fiscal 2024, each director received, as applicable, an initial grant of RSUs on commencement of service on the Board with a grant date total fair value of $210,000 or an annual grant of RSUs at each regular annual meeting of stockholders of the Company with a grant date total fair value of $105,000. The number of shares underlying each grant is equal to the grant date total value divided by the Fair Market Value (as defined in the Incentive Plan) per share of Class A Common Stock on the grant date. The RSUs vest on the first anniversary of the grant date or, if earlier, the next annual meeting of stockholders following the grant date. Vesting of the awards accelerates on a change in control of the Company or on the director’s death or disability. The shares are delivered to the director on vesting, unless the director elects to defer receipt of the shares to the earlier of separation from service or a change in control of the Company. The compensation committee assessed non-employee director compensation in 2024 based on input from Mercer, the independent compensation consulting firm serving the compensation committee, and taking into account compensation paid to non-employee directors at companies in our peer group. Based on its most recent review, in September 2024, the compensation committee approved a modification to the annual equity compensation for our non-employee directors, increasing the equity award fair value from $105,000 to $130,000, effective with the non-employee director equity grants made in fiscal 2025. The compensation committee also eliminated the $210,000 fair value initial equity grant for new directors. The compensation committee maintained all annual cash retainers for non-employee directors at the fiscal 2024 levels. The decision to modify the non-employee directors’ equity compensation was based, in part, on the recommendation of our external compensation consultant and was made in order to maintain director pay levels within the competitive median of the peer group.

  29. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding the compensation for the members of our Board for their service on the Board for the fiscal year ended June 30, 2024. Mr. Shannon and Mr. Parker do not receive additional compensation for their Board service.

  30. Director Compensation Table

    | Name | Fiscal Year | Fees Earned ($) | Stock Awards ($)(1) | Total ($) | | Michael J. Angelakis(2) | 2024 | 100,000 | 105,000 | 205,000 | | Robert J. Bass | 2024 | 110,000 | 105,000 | 215,000 | | Sandeep Mathrani | 2024 | 85,000 | 105,000 | 190,000 | | Alberto Perlman | 2024 | 85,000 | 105,000 | 190,000 | | Rachael A. Wagner(2) | 2024 | 85,000 | 105,000 | 190,000 | | Michelle Wilson | 2024 | 85,000 | 105,000 | 190,000 | | John A. Young | 2024 | 145,000 | 105,000 | 250,000 |

  31. Director Compensation Table

    (1) In accordance with our Non-Employee Director Compensation Program, restricted stock units were granted to each of Mses. Wagner and Wilson and Messrs. Angelakis, Bass, Mathrani, Perlman and Young with a grant date of December 12, 2023 (9,243 restricted stock units each). Each restricted stock unit represents a contingent right to receive one share of Class A common stock and will vest on the date of Bowlero’s next regular annual meeting, which will be held on December 10, 2024. Amounts reflect the aggregate grant date fair value of the restricted stock units at December 12, 2023 ($11.36 per share) computed in accordance with Accounting Standards Codification Topic 718, or ASC 718, excluding the impact of estimated forfeitures. Assumptions used in the calculation of these amounts in fiscal 2024 are included in Note 15 to our consolidated audited financial statements for the year ended June 30, 2024 included in Part II of our Annual Report on Form 10-K. Mr. Angelakis and Ms. Wagner have each (a) directed Bowlero to pay their cash compensation for their Board service to Atairos Management, L.P. and (b) entered into an agreement with Bowlero and Atairos Management, L.P that provides that each grant of RSUs that the director receives for Board service is automatically transferred and assigned to Atairos Management, L.P immediately after grant.