DEF 14A of Lucky Strike Entertainment Corp
Filed Oct 27, 2023 · FY20230001140361-23-049843
Directors
Directors The following table sets forth information with respect to our director nominees, assuming they are reelected at the Annual Meeting, and continuing directors:
Director Nominees for Election at the Annual Meeting
Director Nominees for Election at the Annual Meeting
Director Nominees for Election at the Annual Meeting
| Name | Age | Director Since | Independent | Board Committee(s) | | Thomas F. Shannon* | 58 | 2021 | N | | | Brett I. Parker | 45 | 2021 | N | | | Michael J. Angelakis | 59 | 2021 | Y | Nominating and Corporate Governance Committee+ | | Robert J. Bass | 74 | 2021 | Y | Audit Committee,+ Nominating and Corporate Governance Committee | | Sandeep Mathrani | 61 | 2021 | Y | Audit Committee, Compensation Committee | | Alberto Perlman | 47 | 2022 | Y | Audit Committee, Compensation Committee | | Rachael A. Wagner | 41 | 2021 | Y | Compensation Committee | | Michelle Wilson | 58 | 2021 | N | | | John A. Young** | 58 | 2021 | Y | Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee+ |
Director Nominees for Election at the Annual Meeting
| * Chairman of the Board |
Director Nominees for Election at the Annual Meeting
| ** Lead Director |
Director Nominees for Election at the Annual Meeting
| + | Committee Chair |
Board Nominees
Board Nominees Thomas F. Shannon is the founder, Chairman, Chief Executive Officer, President 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, Chief Executive Officer, and President. 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. 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), Learfield Corporation, 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 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.
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 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 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. Michelle Wilson became a director of Bowlero upon consummation of the Business Combination. Michelle Wilson has been the Co-Chief Executive Officer of Isos Capital since inception. Prior to her position with Isos, Ms. Wilson served as Co-President and board member at WWE from February 2018 to January 2020. She rejoined the WWE board in January 2023. Ms. Wilson served as Chief Revenue & Marketing Officer from November 2013 to February 2018, and Chief Marketing Officer from February 2009 to February 2018. From August 2001 to February 2009, she was Chief Marketing Officer of the United States Tennis Association where she was instrumental in making the U.S. Open the highest attended annual sporting event in the world with more than 700,000 fans in attendance every year. She was pivotal in the implementation of several innovations for the sport, including in-stadium video screens, blue courts, instant replay and the 2004 launch of the U.S. Open Series. From April 2000 to July 2001, she was Vice President of Marketing for the XFL. Earlier in her career, Ms. Wilson held positions at the National Basketball Association in its domestic and international consumer products groups as well as roles at Nabisco and Johnson & Johnson. Ms. Wilson has served on the board of directors of Turtle Beach Corporation (NASDAQ: HEAR) since May 2022. Ms. Wilson holds a Master in Business Administration from the Harvard Business School and a B.S.E. in Chemical Engineering from the University of Pennsylvania. Ms. Wilson is a valuable member of the Board because of her extensive experience in the sport and entertainment industries. 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.
Compensation Consultants
Compensation Consultants Our compensation committee is authorized to engage a compensation consultant to assist the compensation committee in its responsibilities. During fiscal 2023, 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.
Employment Agreements
Employment Agreements
Current Employment Agreement with Mr. Shannon and Fiscal 2023 Employment Agreement with Mr. Parker
Current Employment Agreement with Mr. Shannon and Fiscal 2023 Employment Agreement with Mr. Parker Effective as of the closing of the Business Combination, Bowlero entered into an employment agreement, dated as of December 15, 2021, with each of Mr. Shannon, as Chief Executive Officer, and Mr. Parker, as President, Chief Financial Officer, Secretary and Treasurer. Each agreement superseded the executive’s prior employment agreement with Old Bowlero. Mr. Parker’s employment agreement was amended and restated on July 17, 2023, after the end of fiscal 2023. Mr. Parker’s amended and restated employment agreement (the “Amended Employment Agreement”) now supersedes the terms of his employment agreement that was in effect through the end of fiscal 2023. See below under “Amended Employment Agreement with Mr. Parker.” Under the terms of these employment agreements, each executive will serve as a member of our Board, and Mr. Shannon will also serve as its Chairman. The initial term of each executive’s employment is 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. The agreements provide for an initial annual base salary of $1,274,000 for Mr. Shannon and $991,000 for Mr. Parker (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 each executive 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 agreements, each executive 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 and Mr. Parker are each 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 (prorated to 58 hours for fiscal 2023). Each agreement provides for severance benefits on termination of employment by the Company without “cause” or by the executive for “good reason” (as such terms are defined in the agreement), consisting of the following:
Current Employment Agreement with Mr. Shannon and Fiscal 2023 Employment Agreement with Mr. Parker
| • | an amount equal to the sum of the executive’s base salary plus target bonus, payable in equal monthly installments over 12 months; |
Current Employment Agreement with Mr. Shannon and Fiscal 2023 Employment Agreement with Mr. Parker
| • | 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 |
Current Employment Agreement with Mr. Shannon and Fiscal 2023 Employment Agreement with Mr. Parker
| • | payment or reimbursement of premiums for continued health plan coverage for up to 18 months. |
Current Employment Agreement with Mr. Shannon and Fiscal 2023 Employment Agreement with Mr. Parker
However, if the termination occurs during the “change in control period” (as defined in the agreement), the severance benefits consist of the following:
Current Employment Agreement with Mr. Shannon and Fiscal 2023 Employment Agreement with Mr. Parker
| • | an amount equal to two times the sum of the executive’s base salary plus target bonus, payable in a lump sum; |
Current Employment Agreement with Mr. Shannon and Fiscal 2023 Employment Agreement with Mr. Parker
| • | 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; |
Current Employment Agreement with Mr. Shannon and Fiscal 2023 Employment Agreement with Mr. Parker
| • | fully accelerated vesting of all equity awards; and |
Current Employment Agreement with Mr. Shannon and Fiscal 2023 Employment Agreement with Mr. Parker
| • | payment or reimbursement of premiums for continued health plan coverage for up to 18 months. |
Current Employment Agreement with Mr. Shannon and Fiscal 2023 Employment Agreement with Mr. Parker
These severance benefits are subject to the executive’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).
Amended Employment Agreement with Mr. Parker
Amended Employment Agreement with Mr. Parker The Amended Employment Agreement with Mr. Parker, our Executive Vice Chairman, provides for a three-year term of employment, unless earlier terminated in accordance with its terms, divided into a two-year period beginning July 17, 2023, the effective date of the agreement (the “First Period”), and a one-year period following the First Period (the “Second Period”). During the First Period, Mr. Parker shall be our Executive Vice Chairman and an executive officer of the Company, with an annual base salary of $500,000. During the Second Period, Mr. Parker will serve in an advisory position supporting our Chief Executive Officer on strategic initiatives, with an annual base salary of $400,000. Mr. Parker’s target and maximum annual bonuses are equal to 115% and 200% of base salary, respectively, for fiscal year 2023 and to 75% and 130% of base salary, respectively, for fiscal years 2024 and 2025. For each of fiscal years 2024 and 2025, the actual amount of any bonus that Mr. Parker 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. For fiscal year 2026, Mr. Parker will have the opportunity to earn an annual bonus in an amount that will be determined in the sole discretion of our compensation committee. Under the terms of the employment agreement, Mr. Parker is entitled to participate in all employee benefit plans made available to executive officers generally, including our long-term incentive compensation plan, reimbursement of reasonable business expenses, reimbursement of reasonable legal expenses in an amount not to exceed $25,000 related to the negotiation and preparation of his employment agreement, and four weeks of vacation per year (or such greater vacation benefits as may be provided to other senior executives). In addition, pursuant to the Amended Employment Agreement, Mr. Parker is now entitled to use the Company’s aircraft for non-business purposes in accordance with the provisions of the Company’s Corporate Aircraft Policy, for up to 15 hours per year. Mr. Parker’s employment agreement provides for severance benefits on termination of employment by the Company in certain circumstances. If Mr. Parker’s employment agreement is terminated without “cause” or by the executive for “good reason” (as such terms are defined in the agreement), the Company shall continue to pay him his base salary plus target bonus that would have been payable to him for the period beginning on the day after the termination date and ending on the three-year anniversary of the effective date of the agreement. If Mr. Parker is terminated due to his death of disability (as defined in the agreement), he (or his estate) will be entitled to receive his annual bonus for the fiscal year of termination, determined based on actual performance for such fiscal year, as prorated based on the number of days employed during such fiscal year, payable on the date that annual bonuses for such fiscal year are paid to the Company’s other senior executives. These severance benefits are subject to the Mr. Parker’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).
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 the executive for “good reason” (as such terms are defined in the agreement), consisting of the following:
Employment Agreement with Mr. Lavan
| • | 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 |
Employment Agreement with Mr. Lavan
| • | payment or reimbursement of premiums for continued health plan coverage for up to 12 months. |
Employment Agreement with Mr. Lavan
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 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).
Stock Options
Stock Options In accordance with their employment agreements, on December 15, 2021, each of Mr. Shannon and Mr. Parker 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. For each executive, 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. Each option relates to shares of Class A Common Stock, except the Reallocated Option for Mr. Shannon, which relates to shares of Class B Common Stock. The number of shares subject to the Initial Option is 6,781,520 for Mr. Shannon and 590,625 for Mr. Parker, reduced pursuant to his Amended Employment Agreement from an original number of 1,968,750. The number of shares subject to the Reallocated Option is 482,784 for Mr. Shannon and 183,128 for Mr. Parker. 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:
Stock Options
| • | Tranche 1: $10 exercise price, vesting in one-third installments on each of the first, second and third anniversaries of the grant date. |
Stock Options
| • | Tranche 2: $12 exercise price, vesting in one-third installments on each of the second, third and fourth anniversaries of the grant date. |
Stock Options
| • | Tranche 3: $14 exercise price, vesting in one-third installments on each of the third, fourth and fifth anniversaries of the grant date. |
Stock Options
| • | Tranche 4: $16 exercise price, vesting in one-third installments on each of the fourth, fifth and sixth anniversaries of the grant date. |
Stock Options
| • | Tranche 5: $18 exercise price, vesting in one-third installments on each of the fifth, sixth and seventh anniversaries of the grant date. |
Stock Options
Pursuant to Mr. Parker’s Amended Employment Agreement, certain options to purchase shares of Class A common stock of the Company held by Mr. Parker were modified. Each of Mr. Parker’s Tranche 3, Tranche 4 and Tranche 5, and 50% of his Tranche 2 options were cancelled without payment. With respect to the Tranche 2 options, the cancellations were applied on a prorated basis to each of the three installments of the tranche. If, during the change in control period, Mr. Shannon’s employment is terminated by the Company without cause or by the executive 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:
Stock Options
| • | Tranche 1: $15.33 exercise price, vesting in one-half installments on each of the first and second anniversaries of the grant date. |
Stock Options
| • | Tranche 2: $17.33 exercise price, vesting in one-half installments on each of the first and second anniversaries of the grant date. |
Stock Options
| • | Tranche 3: $19.83 exercise price, vesting in one-half installments on each of the first and second anniversaries of the grant date. |
Transaction Bonuses
Transaction Bonuses Pursuant to a letter agreement, dated July 1, 2021, entered into between Old Bowlero and each of Mr. Shannon and Mr. Parker, each executive received a transaction bonus on the closing of the Business Combination. The amount of Mr. Shannon’s bonus was $28,456,250, and was paid 50% in cash and 50% in the form of fully vested shares of Class B Common Stock. The amount of Mr. Parker’s bonus was $10,793,750, and was paid in cash.
2023 Short-Term Incentive Awards
2023 Short-Term Incentive Awards The Annual Incentive Plan (the “Annual Plan”) provides cash incentives to named executive officers based on attainment of EBITDA performance targets and also, with respect to Mr. Lavan, individual performance objectives. Each of our named executive officers was eligible for an annual short-term incentive award for fiscal 2023. The target short-term incentive opportunity for each of our named executive officers for fiscal 2023 under the Annual Plan was as follows:
2023 Short-Term Incentive Awards
| Named Executed Officer | Target Annual Incentive as a Percentage of Annual Base Salary | | Thomas F. Shannon | 115% | | Brett I. Parker | 115% | | Robert M. Lavan | 75% |
2023 Short-Term Incentive Awards
The target short-term incentive opportunity for our EBITDA performance target for each of our named executive officers for fiscal 2023 under the Annual Plan was as follows (with straight-line interpolation for achieving performance between the threshold and maximum levels):
2023 Short-Term Incentive Awards
| Named Executive Officer | Threshold | | Target | | Maximum | | | | 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% | | Brett I. Parker | 85% | 25% | 100% | 100% | 125% | 200% | | Robert M. Lavan | 95% | 75% | 100% | 100% | 103% | 106% |
2023 Short-Term Incentive Awards
The actual level of achievement of the EBITDA goals for fiscal 2023 was 105% resulting in each of Mr. Shannon and Mr. Parker earning a bonus equal to 120% of his target bonus and Mr. Lavan earning a bonus equal to 106% of his target bonus. Mr. Lavan was also awarded his full 20% discretionary bonus. The table below summarizes the final Annual Plan payouts to our current named executive officers for fiscal 2023:
2023 Short-Term Incentive Awards
| Named Executive Officer | Base Salaryx | Target Incentivex | Payout Factor | = | EBITDA Incentive | + | Discretionary Bonus | = | Final Incentive | | Thomas F. Shannon | $1,274,000 | 115% | 120% | | $1,758,120 | | N/A | | $1,758,120 | | Brett I. Parker | $991,000 | 115% | 120% | | $1,367,580 | | N/A | | $1,367,580 | | Robert M. Lavan | $88,942(1) | 75% | 106% | | $56,567(2) | | $14,142 | | $70,709 |
2023 Short-Term Incentive Awards
| (1) Mr. Lavan’s bonus eligible base salary was prorated based on his start date of May 11, 2023. |
2023 Short-Term Incentive Awards
| (2) Mr. Lavan’s EBITDA Incentive constitutes 80% of his total short-term incentive award, consistent with his incentive program, which is 80% performance based and 20% discretionary. |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers for the fiscal years ended July 2, 2023 and July 3, 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Thomas F. Shannon Chairman, Chief Executive Officer, and President | 2023 | 1,310,000 | — | — | — | 1,758,120 | 94,866 | 3,162,986 | | | 2022 | 1,282,076 | 14,228,125 | 14,228,125 | 35,311,717 | 2,163,227 | 353,612 | 67,566,882 | | Brett I. Parker Executive Vice Chairman | 2023 | 1,008,999 | — | — | — | 1,367,580 | 183,818 | 2,560,397 | | | 2022 | 1,001,766 | 10,793,750 | — | 10,466,184 | 1,673,622 | 104,570 | 24,039,892 | | Robert M. Lavan Chief Financial Officer and Treasurer | 2023 | 88,964 | — | — | 3,465,577 | 70,709 | — | 3,625,251 |
Summary Compensation Table
| (1) The amount reported for each of Mr. Shannon and Mr. Parker for fiscal 2023 reflects the base salary under his employment agreement effective as of the closing of the Business Combination. The amount reported for Mr. Lavan for fiscal 2023 is a prorated amount based on his employment agreement and start date of May 11, 2023. The amount reported for fiscal 2022 for each of Mr. Shannon and Mr. Parker reflects the base salary that he received under his employment agreement with Old Bowlero for the portion of the fiscal year ending December 14, 2021 and his increased base salary that he received for the remainder of the fiscal year under his employment agreement with Bowlero, which superseded his prior employment agreement effective as of the closing of the Business Combination (see above under “Employment Agreements”). The amount reported for each of Mr. Shannon and Mr. Parker for fiscal 2022 exceeds his annualized base salary because there was an extra week in fiscal 2022. |
Summary Compensation Table
| (2) The amount reported for fiscal 2022 for (a) Mr. Shannon reflects the 50% portion of his transaction bonus that was paid to him in cash and (b) Mr. Parker reflects his transaction bonus, which was paid to him entirely in cash (see above under “Transaction Bonuses”). |
Summary Compensation Table
| (3) The amount reported for Mr. Shannon for fiscal 2022 includes the 50% portion of his transaction bonus that was paid to him in shares of Class B Common Stock (see above under “Transaction Bonuses”). As of the date of this proxy statement, (a) Mr. Shannon (indirectly through TS) held non-compensatory restricted stock units with respect to 4,911,436 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) and (b) Mr. Parker held 994,562 non-compensatory restricted shares of Class A Common Stock. These restricted stock units and restricted shares (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. |
Summary Compensation Table
| (4) The amounts reported for fiscal 2022 reflect the aggregate grant date value of the stock options granted to each of Mr. Shannon and Mr. Parker 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 16 of our audited financial statements for the fiscal year ended July 3, 2022, included in our fiscal 2022 Annual Report on Form 10-K (see also above under “Stock Options”). |
Summary Compensation Table
| (5) Amounts for fiscal 2023 reflect amounts paid in September 2023 under the Annual Plan, as applicable to the named executive officer, as approved by the compensation committee in September 2023. See above under “Executive—2023 Compensation Determinations—2023 Short-Term Incentive Awards.” The amounts reported for fiscal 2022 for each of Mr. Shannon and Mr. Parker reflect the annual bonus that he earned under the Company’s annual incentive plan based on the level of achievement of specified EBITDA performance goals. Under the plan, each executive was eligible to earn a bonus equal to (i) 100% of his target bonus (of 100% of annualized base salary) for achieving target level performance and (ii) 200% of his target bonus for achieving maximum performance at 125% of the target level (with straight-line interpolation for achieving performance between the target and maximum levels). The actual level of achievement of the EBITDA goals for fiscal 2022 was 118%, resulting in each executive earning a bonus equal to 172% of his target bonus. |
Summary Compensation Table
| (6) The amounts reported for fiscal 2023 for each executive reflect payments for short- and long-term disability benefits and life insurance premiums. For Mr. Shannon and Mr. Parker, the amounts for fiscal 2023 also reflect personal usage of the Company’s aircraft of $93,435 for Mr. Shannon and $181,919 for Mr. Parker, in each case, under the Company’s Corporate Aircraft Policy, in which Mr. Shannon and Mr. Parker are entitled to use the Company’s aircraft for non-business purposes in accordance with the provisions of the policy, for up to 58 hours for fiscal 2023. 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 and Mr. Parker are required to pay their own taxes on imputed taxable income resulting from personal use of our aircraft. The amounts reported for Mr. Shannon and Mr. Parker for fiscal 2022 for each executive reflect (a) payments for short- and long-term disability benefits and life insurance premiums, (b) a monthly car allowance of $3,000 for Mr. Shannon and $1,500 for Mr. Parker, and (c) reimbursement or payment of $315,948 for Mr. Shannon and $84,029 for Mr. Parker for reasonable expenses incurred by the executive relating to negotiating and preparing their employment agreements that were entered into effective as of the closing of the Business Combination, the Business Combination Agreement and related arrangements. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides information about the outstanding equity awards held by our named executive officers as of July 3, 2023.
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Thomas F. Shannon(10) | 3,563,684(1) | — | 4.13 | 01/07/2030 | | | 12,237,385(1) | — | 7.92 | 01/07/2030 | | | 482,784(2) | — | 10.00 | 12/15/2031 | | | 452,084 | 904,166(3) | 10.00 | 12/15/2031 | | | — | 1,356,250(4) | 12.00 | 12/15/2031 | | | — | 1,356,250(5) | 14.00 | 12/15/2031 | | | — | 1,356,250(6) | 16.00 | 12/15/2031 | | | — | 1,356,250(7) | 18.00 | 12/15/2031 | | Brett I. Parker(10) | 4,079,120(1) | — | 7.92 | 01/07/2030 | | | 183,128(2) | — | 10.00 | 12/15/2031 | | | 131,250 | 262,500(3) | 10.00 | 12/15/2031 | | | — | 393,750(4)(8) | 12.00 | 12/15/2031 | | | — | 393,750(5)(8) | 14.00 | 12/15/2031 | | | — | 393,750(6)(8) | 16.00 | 12/15/2031 | | | — | 393,750(7)(8) | 18.00 | 12/15/2031 | | Robert M. Lavan | | 148,038(9) | 15.33 | 5/11/2033 | | | | 148,039(9) | 17.33 | 5/11/2033 | | | | 148,038(9) | 19.83 | 5/11/2033 |
Outstanding Equity Awards at Fiscal Year End
| (1) 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. |
Outstanding Equity Awards at Fiscal Year End
| (2) 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”). |
Outstanding Equity Awards at Fiscal Year End
| (3) These Initial Options were granted under the Incentive Plan on December 15, 2021. The first tranche of these options vested on the first anniversary of the grant date, and the remaining unvested options are scheduled to vest in one-half installments on the second and third anniversaries of the grant date grant (see above under “Stock Options”). |
Outstanding Equity Awards at Fiscal Year End
| (4) These Initial Options were granted under the Incentive Plan on December 15, 2021 and are scheduled to vest in one-third installments on the second, third and fourth anniversaries of the grant date (see above under “Stock Options”). |
Outstanding Equity Awards at Fiscal Year End
| (5) 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”). |
Outstanding Equity Awards at Fiscal Year End
| (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 fourth, fifth and sixth anniversaries of the grant date (see above under “Stock Options”). |
Outstanding Equity Awards at Fiscal Year End
| (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 fifth, sixth and seventh anniversaries of the grant date (see above under “Stock Options”). |
Outstanding Equity Awards at Fiscal Year End
| (8) Pursuant to Mr. Parker’s Amended Employment Agreement, which became effective after the end of fiscal 2023, each of Mr. Parker’s Tranche 3, Tranche 4 and Tranche 5, and 50% of his Tranche 2 options were cancelled without payment. With respect to the Tranche 2 options, the cancellation was applied on a prorated basis to each of the three installments of the tranche (see above under “Stock Options”). |
Outstanding Equity Awards at Fiscal Year End
| (9) These options were granted under the Incentive Plan on May 11, 2023 and are scheduled to vest in one-half installments on the first and second anniversaries of the grant date (see above under “Stock Options”). |
Outstanding Equity Awards at Fiscal Year End
| (10) As of July 2, 2023, Mr. Shannon (indirectly through TS) also held non-compensatory restricted stock units with respect to shares of Class B Common Stock, and Mr. Parker also held non-compensatory restricted shares of Class A Common Stock (see footnote 3 of the “Summary Compensation Table” above). |
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:
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 |
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. Each director receives an initial grant of RSUs on commencement of service on the Board with a grant date total value of $210,000, and an annual grant of RSUs at each regular annual meeting of stockholders of the Company with a grant date total value of $105,000. The number of shares underlying each grant is equal to the grant date total value divided by the Fair Market Value (as defined in the Incentive Plan) per share of Class A Common Stock on the grant date. The RSUs vest on the first anniversary of the grant date or, if earlier, the next annual meeting of stockholders following the grant date. Vesting of the awards accelerates on a change in control of the Company or on the director’s death or disability. The shares are delivered to the director on vesting, unless the director elects to defer receipt of the shares to the earlier of separation from service or a change in control of the Company.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding the compensation for the members of our Board for their service on the Board for the fiscal year ended July 2, 2023. Mr. Shannon and Mr. Parker do not receive additional compensation for their Board service.
Director Compensation Table
| Name | Fiscal Year | Fees Earned ($) | Stock Awards ($) | Total ($) | | Michael J. Angelakis(1) | 2023 | 100,000 | 105,000 | 205,000 | | Robert J. Bass | 2023 | 110,000 | 105,000 | 215,000 | | Sandeep Mathrani | 2023 | 85,000 | 105,000 | 190,000 | | Alberto Perlman | 2023 | 46,042 | 210,000 | 256,042 | | Rachael A. Wagner(1) | 2023 | 85,000 | 105,000 | 190,000 | | Michelle Wilson | 2023 | 85,000 | 105,000 | 190,000 | | John A. Young | 2023 | 131,666 | 105,000 | 236,666 |
Director Compensation Table
| (1) 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. |