DEF 14A of Dave & Buster's Entertainment, Inc.
Filed May 6, 2026 · FY20250001525769-26-000018
To Be Held on June 18, 2026
| | Page | | Outstanding Equity Awards at Fiscal Year-End 2025 | 42 | | Fiscal 2025 Option Exercises and Stock Vested | 43 | | Fiscal 2025 Nonqualified Deferred Compensation | 43 | | Pay vs. Performance Disclosure | 44 | | Employment Agreements and Other Arrangements | 48 | | Potential Payments upon Termination or Change-in-Control | 48 | | Equity Compensation Plan Information | 55 | | Transactions with Related Persons | 56 | | Report of the Audit Committee | 56 | | Delinquent Section 16(a) Reports | 57 | | Shareholder Proposals | 57 | | Other Business | 58 | | Where You Can Find More Information | 58 | | FAQs | 59 | | Appendix A – Supplemental Financial Information | 65 |
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2026 Proxy Statement Summary This summary highlights selected information on Dave & Buster’s Entertainment, Inc., a Delaware corporation (sometimes referred to herein as “we”, “us”, “our” or the “Company”) that is provided in more detail throughout this proxy statement (the “Proxy Statement”). This summary does not contain all of the information you should consider before voting, and you should read the entire Proxy Statement before casting your vote. Beginning on or around May 6, 2026, we sent a Notice Regarding the Availability of Proxy Materials to all shareholders entitled to vote at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”), together with instructions on how to access our proxy materials over the internet and how to vote.
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| Annual Meeting Information |
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| Date: | Thursday, June 18, 2026 | Voting Only shareholders as of April 23, 2026 (the “Record Date”) are entitled to vote. Participating Online During the Annual Meeting If you are a registered shareholder (your shares are held in your name), you register by following the instructions set forth at www.meetnow.global/MRYSKX5 or in the FAQs section of this Proxy Statement (page 59). If you are a beneficial shareholder (your shares are held in the name of your bank, brokerage firm or other nominee), you will need to obtain a “legal proxy” from the registered shareholder (your bank, brokerage firm or other nominee) to register to vote at the Annual Meeting and follow the instructions set forth in the FAQs section of this Proxy Statement (page 59). | | Time: | 4:30 p.m. Central Daylight Time | | | Place: | The Annual Meeting will be held virtually. | | | Webpage: | www.meetnow.global/MRYSKX5 | | | Record Date: | Thursday, April 23, 2026 | |
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| Vote via Internet Follow the instructions on your Notice or Proxy Card | Vote via Phone Call the number on your Notice or Proxy Card | Vote via Mail Follow the instructions on your Notice or Proxy Card | Vote Online during the Annual Meeting Register to participate in the Annual Meeting virtually and vote online |
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| Dave & Buster’s Entertainment, Inc. | 1 |
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| Proposals Before the Shareholders |
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| Proposals | Description | Board Voting Recommendation | Votes Required | Page Reference | | 1 | Election of Directors | FOR each nominee | Majority of Votes Cast | 5 | | 2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | Majority of Votes Cast | 11 | | 3 | Advisory Vote on Executive Compensation | FOR | Majority of Votes Cast | 12 |
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| Information about the Board of Directors: |
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| | Independence, Committees and Meetings | | | | | | Director | Board of Directors | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Finance Committee | | James P. Chambers | I, VC | | C | | C | | Tarun Lal | CEO | | | | | | Nathaniel J. Lipman | I | M | M | | | | Charles H. Protell* | I | M | | | | | Scott I. Ross | I | | | C | M | | Atish Shah | I | C | | M | | | Kevin M. Sheehan | COB | | | | M | | Allen R. Weiss | I | M | M | M | | | Number of Meetings in Fiscal 2025 | 6 | 7 | 6 | 5 | 4 |
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| I | – | Independent Director | | CEO | – | Chief Executive Officer | | COB | – | Chair of the Board | | C | – | Committee Chair | | M | – | Committee Member | | VC | – | Vice Chair | | * | | Appointed to the Board of Directors on April 27, 2026. |
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| Dave & Buster’s Entertainment, Inc. | 2 |
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| Board Skills and Core Competencies of Current Board Members: |
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Our Board is comprised of directors who have a variety of skills and core competencies as noted in the chart below:
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| Corporate Governance Highlights: |
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We are committed to maintaining strong corporate governance practices that promote and protect the long-term interests of our shareholders. Our practices are designed to provide effective oversight and management of our Company as well as meet our regulatory and NASDAQ requirements, including the following:
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| ✓Audit, Compensation, and Nominating and Corporate Governance Committees comprised of only Independent Directors | ✓Strong Director Attendance Record | | ✓Regular Executive Sessions of Independent Directors | ✓Share Ownership Requirements for Directors and Executive Officers | | ✓Commitment to Board Refreshment | ✓Director Overboarding Policy | | ✓Annual Director Elections | ✓Mandatory Director Retirement Age | | ✓Majority Voting in Uncontested Director Elections | ✓Annual Board and Committee Evaluations | | ✓Commitment to Director Education | ✓Continued Engagement with Our Shareholders | | ✓No Shareholder Rights Plan | |
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| Dave & Buster’s Entertainment, Inc. | 3 |
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| Fiscal 2025 Business Performance Highlights: |
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•Revenue of $2.1 billion decreased 1.4% from fiscal 2024. •Comparable store sales decreased 5.0% compared to fiscal 2024. •Net loss totaled $48.7 million, or $1.40 per diluted share, compared to net income of $58.3 million, or $1.46 per diluted share in fiscal 2024. •Adjusted EBITDA* of $436.6 million, compared to Adjusted EBITDA* of $506.2 million in fiscal 2024. •We opened a total of 11 new venues (eight Dave & Buster's and three Main Events) and relocated one additional Dave & Buster’s branded store in fiscal 2025. Additionally, in December 2024, we opened our first franchise location in Bengaluru, Karnataka, India, followed by our second in Mumbai, Maharashtra, India, in August 2025, our third in Manila, the Philippines, in October 2025 and our fourth in Santo Domingo, Dominican Republic, in February 2026. We currently have plans to open additional franchise locations in Mexico City, Mexico; Perth, Australia; and New Delhi, India in fiscal 2026. * Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for more information.
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| Fiscal 2025 Executive Compensation Highlights and Key Practices: |
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•We continued to receive strong support from shareholders for our executive compensation practices, with more than 98% of the votes cast voting to approve the compensation paid to our named executive officers at the 2025 annual meeting of shareholders. •In designing our fiscal 2025 executive compensation, we maintained our focus on our three core values for compensation: pay for performance, market-competitive pay and sustained shareholder value creation.
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| Dave & Buster’s Entertainment, Inc. | 4 |
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ELECTION OF DIRECTORS On December 8, 2025, Hamish A. Dodds notified the Company of his resignation from the Company’s Board of Directors, effective immediately. Following this notice, the Board of Directors voted to decrease the number of directors on the Board of Directors from eight (8) to seven (7). On March 31, 2026, the Board of Directors voted to increase the size of the board from seven (7) to eight (8), and on April 27, 2026, the Board of Directors appointed Charles H. Protell to the Board and nominated Mr. Protell for election by the shareholders at the Annual Meeting to continue his service as a director. On April 30, 2026, Atish Shah notified the Company of his decision to not stand for reelection to the Board of Directors at the Annual Meeting. Mr. Shah will continue to serve as a director until the Annual Meeting. As a result of Mr. Shah’s notice, the Board of Directors voted to decrease the number of directors on the Board of Directors from eight (8) to seven (7), effective as of the final vote of the shareholders at the Annual Meeting. Your proxy will be used to vote FOR the election of all of the nominees named below unless you abstain from or vote against the nominees when you send in your proxy. Following the appointment of Mr. Protell and assuming all seven (7) of the director nominees are elected at the Annual Meeting, the Company’s Board of Directors will be comprised of seven (7) members. All seven (7) nominees for election to the Board of Directors are currently directors of the Company. If elected at the Annual Meeting, each of the nominees will serve until our 2027 annual meeting of shareholders and until a successor is duly elected and qualified, or until either an earlier death, resignation or removal. If any of the nominees is unable or unwilling to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the shareholders may vote for a substitute nominee chosen by the present Board to fill a vacancy. In the alternative, the shareholders may vote for just the remaining nominees leaving a vacancy that may be filled later by the Board. Alternatively, the Board may reduce its size. We are furnishing below certain biographical information about each of the seven (7) nominees for director. Also included is a description of the experience, qualifications, attributes and skills of each nominee.
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| James P. Chambers | | | | | DIRECTOR SINCE: 2020 | | AGE: 40 | | | COMMITTEES: Compensation (Chair), Finance (Chair) | | DIRECTOR STATUS: INDEPENDENT — VICE CHAIR | | | CURRENT POSITION: | | | | | –Co-Founder and Partner of Hill Path Capital, LP, a private investment firm investing in the equity and debt of public and private companies since 2016. Leadership, Strategy, Investments, Leisure & Hospitality, Entertainment, Finance and Governance | | | | | PRIOR BUSINESS EXPERIENCE: | | | | | –Apollo Global Management, Inc., a global alternative investment management firm: •Principal (2009-2016) Leadership, Strategy, Leisure & Hospitality, Entertainment, Finance and Governance – Goldman Sachs & Co., Inc., a multinational investment bank and financial services company: •Analyst, Consumer Retail Group, Investment Banking Division (2009-2011) Leadership, Strategy, Retail, Investment, Finance, Food & Beverage | | | | | CURRENT PUBLIC COMPANY BOARDS: | | | | | –Dave & Buster’s Entertainment, Inc. (Dec. 2020-present) | | –United Parks & Resorts, Inc. (Jun. 2019-present) | –The ONE Group Hospitality, Inc. (Apr. 2024-present) | | PRIOR COMPANY BOARDS: | | | | | –CEC Entertainment, Inc. (n/k/a CEC Entertainment, LLC) | –Great Wolf Resorts, Inc. | –Principal Maritime Tankers Corp. | –Principal Chemical Carriers, LLC | | EDUCATION: | | | | | –B.A. Political Science and Certificate in Markets and Management, Duke University | | | |
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| Dave & Buster’s Entertainment, Inc. | 5 |
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| Tarun Lal | | | DIRECTOR SINCE: 2025 | AGE: 57 | | | DIRECTOR STATUS: NOT INDEPENDENT — CHIEF EXECUTIVE OFFICER | | CURRENT POSITION: | | | –Chief Executive Officer of Dave & Buster’s Entertainment, Inc., July 2025-present Leadership, Strategy, Board Governance, Operations, Finance, International, Franchise, Entertainment, Food & Beverage | | | PRIOR BUSINESS EXPERIENCE: | | | –Yum! Brands: •President - KFC U.S. (July 2022-April 2025) •Managing Director, KFC Middle East, Turkey, Africa, India and Pakistan and CIS (Oct. 2021-Jan. 2023) •Managing Director, KFC Middle East, Turkey, Africa and Pakistan (Jan. 2020-Jun. 2022) •General Manager, KFC Africa (Jul. 2018-Dec. 2019) •Global Chief Operating Officer (Jan. 2014-Jul. 2018) •Leadership, Finance, Operations, Strategy, Board Governance, International, Distribution, Food & Beverage – Yum! Restaurants International: •Various management positions including Chief Operating Officer, General Manager (Sri Lanka & Bangladesh) and General Manager, KFC, India (Mar. 2006-Dec. 2013) Leadership, Strategy, Financial, Food & Beverage, Operations, Global | | | PUBLIC COMPANY BOARDS: | | | – Dave & Buster’s Entertainment, Inc. (July 2025-present) | –IWG plc (May 2022-present) | | EDUCATION: | | | –BCOM (Hons), Commerce, Accountancy - Shri Ram College of Commerce | EDP, General Management, The Wharton School |
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| Dave & Buster’s Entertainment, Inc. | 6 |
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| Nathaniel J. Lipman | | | | DIRECTOR SINCE: 2025 | | AGE: 61 | | COMMITTEES: Audit, Compensation | | DIRECTOR STATUS: INDEPENDENT | | PRIOR BUSINESS EXPERIENCE: | | | | –Wolcott Holdings, LLC, a family investment office (Feb. 2022-present) –Tenerity, Inc. (f/k/a Affinion Group Holdings, Inc. and CX Loyalty, Inc.), a global provider of customer loyalty platforms and solutions •Senior Advisor (Nov. 2015-Jan. 2024) •Executive Chairman (Jul. 2012-Nov. 2015) •President and Chief Executive Officer (Oct. 2005-Jul. 2012) Leadership, Strategy, Leisure & Hospitality, Finance and Governance, International, Marketing –Cendant Corporation, a provider of customer loyalty platforms and solutions •President and Chief Executive Officer, Marketing Services Group (Apr. 2004-Oct. 2005) •President and Chief Executive Officer, Trilegiant (Cendant’s domestic membership business) (Feb. 2002-Apr. 2004) •Senior Vice President, Corporate Development and Strategic Planning (Jun. 1999-Feb. 2002) Leadership, Strategy, Leisure & Hospitality, Finance and Governance, International, Marketing –Upside Travel Group, Inc., a travel technology company •Senior Advisor to the Chairman (Feb. 2016-May 2017) Leadership, Strategy –Planet Hollywood, Inc., an international restaurant and entertainment brand •Executive Vice President, Strategic Development (Aug. 1996-May 1999) Leadership, Strategy, Leisure & Hospitality, Finance and Governance, International –House of Blues Entertainment, Inc., an international music entertainment brand •General Counsel (Apr. 1995-Jul. 1996) Leadership, Strategy, Leisure & Hospitality, Finance and Governance, International –The Walt Disney Company, a global entertainment company •Senior Corporate Counsel (May 1993-Apr. 1995) Leisure & Hospitality, Mergers & Acquisitions –Skadden, Arps, Slate, Meagher and Flom, LLP, an international law firm •Associate (Oct. 1989-May 1993) Mergers & Acquisitions | | | | PUBLIC COMPANY BOARDS: | | | | –Dave & Buster’s Entertainment, Inc. (Jun. 2025-present) | –United Parks & Resorts, Inc. (Jan. 2024-present) | –Apollo Strategic Growth Capital II, Inc. (2021-2023) | | PRIVATE COMPANY BOARDS: | | | | –Attain Finance Holdings Corp. (2024-present) | –Trusted Media Brands, Inc. (2013-present) | –Apollo Aligned Alternatives, Inc. (Jun. 2022-present) | | –PLBY Group, Inc. (Observer) (2022-2023) | –FTD.com •Chair of the Board (2021) •Senior Advisor (Sep. 2019-Sep. 2021) | –Diamond Resorts International, Inc. (2017-2021) | | –Redbox Automated Holdings, LLC, (2016-2021) | –Exela Technologies, Inc. (2017-2019) | –Walker Innovation, Inc., (2013-2019) | | –RDA Holding, Inc. (2013-2018) | –Netmarket Group, Inc., (2000-2003) | –Upside Travel Group, LLC (2015-2017) | | EDUCATION: | | | | – B.A., Political Economy, University of California, Berkeley | –J.D., University of California, Los Angeles | |
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| Dave & Buster’s Entertainment, Inc. | 7 |
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| Charles H. Protell | | | DIRECTOR SINCE: 2026 | AGE: 51 | | COMMITTEE: Audit | DIRECTOR STATUS: INDEPENDENT | | CURRENT POSITION: | | | –President and Chief Financial Officer of Golden Entertainment, a gaming company that operates casinos and taverns (joined the company in Nov. 2016, promoted to President in 2019). Leadership, Strategy, Investments, Gaming, Leisure & Hospitality, Entertainment, Food & Beverage, Finance, Governance, Accounting, Mergers & Acquisitions | | | PRIOR BUSINESS EXPERIENCE: | | | –Macquarie Capital, a global adviser and private equity investment firm •Managing Director, Investment Banking (May 2011-Nov. 2016) Leadership, Strategy, Private Equity, Finance, Mergers & Acquisitions – REGAL Capital Advisors, a financial advisory and investment service firm •Co-founder & Managing Director (Jan. 2009-May 2011) Leadership, Strategy, Investments, Finance, Mergers & Acquisitions –Credit Suisse, a financial services and investment firm •Director (May 2007-Dec. 2008) Leadership, Investments, Finance –Deutsche Bank, a multinational investment bank and financial services firm •Vice President (May 2004-Apr. 2007) Investments, Finance –CIBC World Markets, an investment banking company •Associate (Mar. 2000-Apr. 2004) Investments, Finance | | | PUBLIC COMPANY BOARDS: | | | –Dave & Buster’s Entertainment, Inc. (Apr. 2026-present) | | | OTHER COMPANY BOARDS: | | | –GoHunt (sold Dec. 2025) | | | EDUCATION: | | | –B.S. Commerce, University of Virginia, May 1997 | |
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| Scott I. Ross | | | | | DIRECTOR SINCE: 2025 | | AGE: 46 | | | COMMITTEES: Nominating & Corporate Governance (Chair), Finance | | DIRECTOR STATUS: INDEPENDENT | | | CURRENT POSITION: | | | | | –Founder and Managing Partner of Hill Path Capital, LP, a private investment firm investing in the equity and debt of public and private companies since 2014. Leadership, Strategy, Investments, Leisure & Hospitality, Entertainment, Finance and Governance | | | | | PRIOR BUSINESS EXPERIENCE: | | | | | –Apollo Global Management, Inc. a global alternative investment management firm: •Principal (2004-2008/2009-2014) Leadership, Strategy, Leisure & Hospitality, Entertainment, Finance and Governance – Goldman Sachs & Co., Inc., a multinational investment bank and financial services company: •Analyst, Principal Finance Group, Fixed Income, Currencies, and Commodities Division (Jun. 2002-Dec. 2004) Leadership, Strategy, Investment, Finance –Shumway Capital Partners, an investment company: •Analyst (Aug. 2008-Sep. 2009) Leadership, Strategy, Investment, Finance | | | | | PUBLIC COMPANY BOARDS: | | | | | –Current: Dave & Buster’s Entertainment, Inc. (Jan. 2025 -present) | | –United Parks & Resorts, Inc. (Nov. 2017-present) | –The ONE Group Hospitality, Inc. (May 2024-present) | | PRIVATE COMPANY BOARDS: | | | | | –Prior: CEC Entertainment, Inc. | –Great Wolf Resorts, Inc. | –EVERTEC, Inc. | –Diamond Eagle Acquisition Corp. | | EDUCATION: | | | | | –B.A. Economics, Georgetown University (magna cum laude) | | | |
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| Dave & Buster’s Entertainment, Inc. | 8 |
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| Kevin M. Sheehan | | | DIRECTOR SINCE: 2011 | AGE: 72 | | COMMITTEES: Finance | DIRECTOR STATUS: INDEPENDENT — CHAIRMAN | | CURRENT POSITIONS: | | | –Chair of the Board of Dave & Buster’s Entertainment, Inc. since April 2021 (and also served as Interim CEO from October 2021 to June 2022 and from December 2024 to July 2025). Leadership, Strategy, Board Governance, Finance, Operations, Food & Beverage, Amusements/Gaming, Marketing, Consumer Insights, Global –Chair and Principal Owner of Mellon Stud Ventures, a family investment company with wide range of businesses since 2016. Leadership, Strategy, Board Governance, Finance, International, Investments, Hospitality, Marketing | | | PRIOR BUSINESS EXPERIENCE: | | | –Margaritaville at Sea, a cruise line owned by Mellon Stud Ventures •Chair and Principal Owner (2016-Oct. 2023) Leadership, Strategy, Board Governance, Hospitality, Finance, International, Consumer Insights, Marketing –Scientific Games Corporation, a global leader in the gaming and lottery industries •Director (Sep. 2018-Oct. 2018) •Senior Advisor (Jun. 2018-Sep. 2018) •President and Chief Executive Officer (Aug. 2016-Jun. 2018) Leadership, Strategy, Board Governance, Gaming, Finance – Robert B. Willumstad School of Business, Adelphi University, a New York metropolitan area business school •John J. Phelan, Jr. Distinguished Visiting Professor of Business (February 2015-June 2016) •Distinguished Visiting Professor-Accounting, Finance and Economics (2005-2008) Strategy, Finance, Accounting – NCL Corporation, Ltd, a leading global cruise line operator: •Chief Executive Officer (November 2008-January 2015) •President (August 2010-January 2015; August 2008-March 2009) •Chief Financial Officer (2007-2010) Leadership, Strategy, Food & Beverage, Hospitality, Finance, International, Consumer Insights, Marketing – Cerberus Capital Management LP (2006-2007), a global leader in private equity investments: •Consultant Finance, Private Equity, Strategic –Clayton Dubilier & Rice (2005-2006), one of the oldest private equity investment firms in the world: •Consultant Finance, Private Equity, Strategic – Cendant Corporation, a global business and consumer services provider: •Various executive roles, including, Chair and Chief Executive Officer of the Vehicle Services Division (including global responsibility for Avis Rent A Car, Budget Rent A Car, Budget Truck, PHH Fleet Management and Wright Express) (1996-2005) Leadership, Strategy, Finance, International, Consumer Insights, Marketing | | | PUBLIC COMPANY BOARDS: | | | –Dave & Buster’s Entertainment, Inc., Director (Oct. 2011-present), Chairman (Apr. 2021-present) | –USA TODAY Co., Inc. (f/k/a Gannett Co., Inc.), Director (Nov. 2013-present), Lead Director (May 2019-present) | | – Navistar International Corporation (2018-2021) | –Hertz Global Holdings (2018-2021) | | PRIVATE COMPANY BOARDS: | | | – Hurtigruten, Board Chair (Oct. 2024-present) | – HX (f/k/a Hurtigruten Expeditions), Director (Oct. 2024-present) | | OTHER POSITIONS/MEMBERSHIPS: | | | –Certified Public Accountant | | | EDUCATION: | | | –B.S. Hunter College | –M.B.A. New York University Graduate School of Business | | ACCOLADES: | | | –Named “Miami Ultimate CEO” by South Florida Business Journal (2011) –Ernst & Young Entrepreneur of the Year (2014 – Florida Region) | |
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| Dave & Buster’s Entertainment, Inc. | 9 |
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| Allen R. Weiss | | | | DIRECTOR SINCE: 2025 | | AGE: 72 | | COMMITTEES: Audit, Compensation, Nominating & Corporate Governance | | DIRECTOR STATUS: INDEPENDENT | | PRIOR BUSINESS EXPERIENCE: | | | | –The Walt Disney Company, a global entertainment company (1972-2011) (Retired) •President, Worldwide Operations, Walt Disney Parks and Resorts (2005-Nov. 2011) •President, Walt Disney World Resort (1995-2005) •Executive Vice President, Walt Disney World Resort (1991-1995) •Vice President, Resort Operations Support (1987-1991) Leadership, Strategy, Leisure & Hospitality, Finance and Governance, International, Marketing | | | | PUBLIC COMPANY BOARDS: | | | | –Dave & Buster’s Entertainment, Inc. (Jun. 2025-present) | –Dick’s Sporting Goods, Inc. (Jan. 2012-Aug. 2020) | –Apollo Education Group, Inc. (Mar. 2012-Jan. 2017) | | PRIVATE COMPANY BOARDS: | | | | –Alticor, Inc. (2012-Present) | –CEC Entertainment, Inc., n/k/a CEC Entertainment, LLC (Jun. 2014-Dec. 2020) | –ClubCorp, n/k/a Invited Clubs (Feb. 2018-Apr. 2020) | | –Diamond Resorts International, Inc. (Nov. 2016-May 2021) | | | | EDUCATION: | | | | – B.S., Business Administration, University of Central Florida | – M.B.A., Crummer Graduate School of Business, Rollins College | –Certified Public Accountant |
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| The Board of Directors recommends a vote FOR the election of each of the nominated directors. |
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| Dave & Buster’s Entertainment, Inc. | 10 |
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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has appointed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm to conduct the audit of our consolidated financial statements and the effectiveness of our internal controls over financial reporting for the fiscal year 2026 and recommends that the shareholders vote for ratification of this appointment. KPMG has been engaged as our independent registered public accounting firm since 2010. The Audit Committee and the Board believe that the continued retention of KPMG as the Company’s independent registered public accounting firm for the 2026 fiscal year is in the best interests of the Company and its shareholders. As a matter of good corporate governance, the Audit Committee has requested the Board of Directors to submit the selection of KPMG as the Company’s independent registered public accounting firm for fiscal 2026 to shareholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection but may still decide to retain KPMG. Even if the selection of KPMG is ratified by the shareholders, the Audit Committee has the discretion to select another auditor at any time if it determines that a change would be in the best interests of the Company or its shareholders. We expect representatives of KPMG to be present at the Annual Meeting. They will have the opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions.
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| Audit and Related Fees |
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The following table sets forth the fees (dollars shown are in thousands) for professional audit services and fees for other services provided to the Company by KPMG, for fiscal 2025, which ended on February 3, 2026, and fiscal 2024, which ended on February 4, 2025:
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| | Fiscal 2025 | Fiscal 2024 | | Audit Fees (1) | $1,120 | $1,230 | | Audit-Related Fees (2) | 50 | 131 | | Tax Fees (3) | 37 | 89 | | Total | $1,207 | $1,450 |
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(1)Includes fees for services for the audit of the Company’s annual financial statements, the reviews of the interim financial statements, audit of the Company’s internal control over financial reporting, and assistance with Securities and Exchange Commission (“SEC”) filings. (2)Fiscal 2025 fees relate to two (2) consents related to filings of Form S-8s; fiscal 2024 fees include real time assessment of the ERP system the Company implemented in fiscal 2024. (3)Includes transfer pricing services. The Audit Committee has established a policy whereby the outside auditors are required to annually provide service-specific fee estimates and seek pre-approval of all audit, audit-related, tax and other services prior to the performance of any such services. Individual engagements anticipated to exceed the pre-approved thresholds must be separately approved by the Audit Committee. For both fiscal 2025 and 2024, the Audit Committee pre-approved 100% of services provided by KPMG and concluded that the provision of such services by KPMG was compatible with such firm’s independence.
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| The Board of Directors recommends a vote FOR the ratification of the appointment of KPMG. |
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| Dave & Buster’s Entertainment, Inc. | 11 |
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ADVISORY VOTE ON EXECUTIVE COMPENSATION As required by Section 14A of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and the related SEC rules, we are asking you to approve, on an advisory, non-binding basis, the compensation awarded to our named executive officers (each, an “NEO” and collectively, the “NEOs”), as we have described in the Executive Compensation section of this Proxy Statement. The vote on this matter is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement. As described in detail in the Compensation Discussion and Analysis section beginning on page 25, the Compensation Committee oversees our executive compensation program and compensation awarded to our executive officers, adopting changes to the program and awarding compensation as appropriate to reflect the Company’s circumstances and to promote the main objectives of the program. These objectives include: to align pay to performance; to provide market-competitive pay; and to create sustained shareholder value. We are asking you to indicate your support for our named executive officer compensation. We believe that the information we have provided in this Proxy Statement demonstrates that our compensation program is designed appropriately and works to attract, retain and motivate a highly successful team to manage our Company and to ensure that the interests of our executive officers, including our named executive officers, are aligned with your interest in long-term value creation. Accordingly, we ask you to approve the following resolution at the Annual Meeting: RESOLVED, that the shareholders of Dave & Buster’s Entertainment, Inc. approve the compensation awarded to the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative discussion. Although your vote is non-binding, the Board and Compensation Committee will review the voting results and consider your concerns in their continued evaluation of the Company’s compensation program. Because this vote is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer, it will not be binding or overrule any decision by the Board or Compensation Committee, and it will not restrict or limit the ability of the shareholders to make proposals for inclusion in proxy materials related to executive compensation. At the 2022 annual meeting of shareholders, our shareholders voted in favor of holding an advisory vote to approve executive compensation every year. The Board considered these voting results and decided to adopt a policy providing for an annual advisory shareholder vote to approve our executive compensation. The next shareholder advisory vote to approve executive compensation will occur at the 2027 annual meeting of shareholders.
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| The Board of Directors recommends an advisory vote FOR the approval of our executive compensation. |
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| Dave & Buster’s Entertainment, Inc. | 12 |
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DIRECTORS AND CORPORATE GOVERNANCE
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| Composition and Board Independence |
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The Board of Directors currently consists of eight (8) members. Our Board of Directors has affirmatively determined that seven (7) of our current directors are independent under our standards as well as the applicable rules of NASDAQ. In addition, our Board of Directors affirmatively determined that each member currently serving on the Audit Committee, Messrs. Shah, Lipman and Weiss, as well as Mr. Protell, who was appointed to the Audit Committee as of April 27, 2026, satisfies the independence requirements for members of an audit committee as set forth in Rule 10A-3(b)(1) of the Exchange Act, and that each member currently serving on the Compensation Committee, Messrs. Chambers, Lipman, and Weiss, satisfies the independence requirements for members of a compensation committee under the applicable rules of NASDAQ.
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| Corporate Governance |
To Be Held on June 18, 2026
The Board of Directors met six times in fiscal 2025, including regular and special meetings. During this period, no individual director other than Mr. Ross attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all committees on which he served. The Company invites members of the Board of Directors to attend its annual shareholder meeting and requires that they make every effort to attend the Annual Meeting absent an unavoidable and irreconcilable conflict. All directors who were serving in such capacity at the time attended the 2025 annual meeting of shareholders. The Board of Directors has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Finance Committee. The charters for each of these committees are posted on our website at http://ir.daveandbusters.com/corporate-governance. The Audit Committee, currently comprised of Messrs. Shah, Lipman, Protell and Weiss, and chaired by Mr. Shah, recommends to the Board of Directors the appointment of the Company’s independent auditors, reviews and approves the scope of the annual audits of the Company’s financial statements, provides oversight of our internal control over financial reporting, reviews and approves any non-audit services performed by the independent auditors, reviews the findings and recommendations of the independent auditors, periodically reviews major accounting policies, and oversees the Company’s Compliance Program. Following Mr. Shah’s notification of his decision not to stand for re-election at the Annual Meeting, the Board of Directors voted to appoint Nathaniel J. Lipman to the position of Chair of the Audit Committee, effective as of the date of the Annual Meeting. The Audit Committee held seven meetings during fiscal 2025. The Board of Directors has determined that each member of the Audit Committee is financially literate and qualifies as an “audit committee financial expert” under the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC. The Compensation Committee, currently comprised of Messrs. Chambers, Lipman and Weiss, and chaired by Mr. Chambers, reviews the Company’s compensation philosophy and strategy, administers incentive compensation and stock option plans, reviews the Chief Executive Officer’s performance and compensation, reviews recommendations on compensation of other executive officers and board members, and reviews other special compensation matters, such as executive employment agreements. The Compensation Committee held six meetings during fiscal 2025. The Compensation Committee has engaged Frederick W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. The Nominating and Corporate Governance Committee, currently comprised of Messrs. Ross, Shah and Weiss, and chaired by Mr. Ross, identifies and recommends the individuals qualified to be nominated for election to the Board of Directors, recommends the member of the Board of Directors qualified to be nominated for election as its Chair, recommends the members and chair for each committee of the Board of Directors, reviews and recommends to the Board matters regarding CEO succession plans, provides oversight concerning the Company’s corporate responsibility and sustainability efforts, periodically reviews and assesses our Corporate Governance Guidelines and Principles and Code of Business Conduct and Ethics and oversees the annual self-evaluation of the performance of the Board of Directors. The Nominating and Corporate Governance Committee held five meetings during fiscal 2025.
To Be Held on June 18, 2026
| Dave & Buster’s Entertainment, Inc. | 13 |
To Be Held on June 18, 2026
The Finance Committee, currently comprised of Messrs. Chambers, Ross, and Sheehan, and chaired by Mr. Chambers, assists the Board of Directors in fulfilling its financial management oversight responsibilities by assessing, overseeing and evaluating from time to time, policies and transactions affecting our financial objectives, reviewing our indebtedness, strategic planning, capital structure objectives, investment programs and policies, periodically auditing major capital expenditures, including real estate acquisitions and new store development, and working with our management and the Compensation Committee on annual operating goals. The Finance Committee met four times during fiscal 2025.
To Be Held on June 18, 2026
| The Board’s Role in Risk Oversight |
To Be Held on June 18, 2026
The entire Board of Directors is engaged in risk management oversight. The Board of Directors has not established a separate committee to facilitate its risk oversight responsibilities, but will continue to monitor and assess whether such a committee would be appropriate. The Audit Committee assists the Board of Directors in its oversight of risk management and our process established to identify, measure, monitor, and manage risks, in particular, major financial risks. Company management annually updates the Audit Committee on enterprise risk matters. Additionally, in April 2025, the Board of Directors approved a formal Compliance Program and appointed a Chief Compliance Officer, whose charge includes reporting to the Audit Committee on compliance-related matters. The Board of Directors receives regular reports from management, as well as from the Audit Committee, regarding relevant risks and the actions taken by management to adequately address those risks. The Audit Committee also has oversight of the Company’s cybersecurity, information security and technology matters and is provided regular comprehensive updates by Company management on the Company’s information security status, including the results of annual SOX and Payment Card Industry Data Security Standard audits; our leveraging of recognized frameworks and standards, including the National Institute of Standards and Technology Cyber Security Framework, Center for Internet Security Critical Security Controls and the Payment Card Industry Data Security Standards; independent third party assessments of our cyber environment; and our annual team member awareness training.
To Be Held on June 18, 2026
| Succession Planning |
To Be Held on June 18, 2026
Our Corporate Governance Guidelines and Principles require the Board to plan for CEO succession and oversee management development. Pursuant to our Corporate Governance Guidelines and Principles, the Board is actively engaged in long-term executive succession planning, including CEO succession planning.
To Be Held on June 18, 2026
| Board of Directors Leadership Structure |
To Be Held on June 18, 2026
Our Board of Directors does not have a policy requiring the roles of the Chair of the Board and Chief Executive Officer to be filled by separate persons or a policy requiring the Chair of the Board to be a non-employee director. The Board believes that it is in the best interest of the Company and its shareholders for the Board to make a determination on whether to separate or combine the roles of Chair and CEO based upon the Company’s circumstances at any particular point in time, whether the Chair role shall be held by an independent director, and if not, supported by a Lead Independent Director. Mr. Lal is our Chief Executive Officer and Mr. Sheehan is our Chairman of the Board. There is currently no Lead Independent Director of the Board. As Chairman of the Board, Mr. Sheehan’s responsibilities are to (i) convene, chair and determine agendas for executive sessions, and coordinate feedback to the CEO regarding issues discussed in executive sessions; (ii) approve the schedule for Board meetings, agenda items and the Board’s information needs associated with those agenda items, and identify the need for and scope of related presentations; (iii) assist the Board and its committees in the evaluation of senior management (including the CEO) and communicate the results of such evaluation to the CEO; (iv) serve as an information resource for other directors and act as liaison between directors, committee chairs and management; (v) provide advice and counsel to the CEO; (vi) develop and implement, with the CEO and the Nominating and Corporate Governance Committee, the procedures governing the Board’s work; (vii) be available for direct communication with major shareholders if requested and, where appropriate and as directed by the Board, communicate with shareholders, rating agencies, regulators and interested parties; and (viii) speak for the Board in circumstances where it is appropriate for the Board to have a voice distinct from that of management.
To Be Held on June 18, 2026
| Dave & Buster’s Entertainment, Inc. | 14 |
To Be Held on June 18, 2026
The Board believes that, at this time, this leadership structure promotes decisive leadership, fosters clear accountability and enhances our ability to communicate our strategy clearly and consistently to our shareholders, team members and customers. Although the Board believes that this leadership structure is appropriate at this time, the Board also believes that there is no specific leadership structure that best applies to all companies, nor is there one specific leadership structure that would permanently suit our Company. As a result, the decision as to whether to combine or separate the positions of CEO and Chair of the Board may vary from time to time, as conditions and circumstances warrant.
To Be Held on June 18, 2026
| Director Compensation |
Fiscal 2025 Annual Director Compensation
Fiscal 2025 Annual Director Compensation
Fiscal 2025 Annual Director Compensation
| Stipend | Equity Grant Value(1) | Board Chair Fee | Lead Independent Director Fee(2) | Audit Committee Chair Fee | Compensation Committee Chair Fee | Finance Committee Chair Fee | Nominating and Corporate Governance Committee Chair Fee | Non-chair Member of any standing Committee Fee | | $75,000 | $162,500 | $137,500 | $50,000 | $30,000 | $25,000 | $25,000 | $25,000 | $12,500 |
Fiscal 2025 Annual Director Compensation
(1)Actual number of RSUs is determined based on the closing stock price on the day of grant.
Fiscal 2025 Annual Director Compensation
| Dave & Buster’s Entertainment, Inc. | 15 |
Fiscal 2025 Annual Director Compensation
(2)Lead Independent Director Fee is paid to the independent Chair of the Board, and if the Chair is not independent, then it is paid to the independent director designated as Lead Independent Director. The following table sets forth all compensation earned by our current and former non-employee directors during fiscal 2025 for service on our Board of Directors, other than Mr. Sheehan, who served as Interim Chief Executive Officer for a portion of fiscal 2025 and whose compensation is reported in the 2025 Summary Compensation Table:
Fiscal 2025 Annual Director Compensation
| DIRECTOR COMPENSATION TABLE | | | | | NAME (1) | FEES EARNED OR PAID IN CASH (2) | STOCK AWARDS (3) | TOTAL | | James P. Chambers | $107,857 | $155,050 | $262,907 | | Hamish A. Dodds | $85,262 | $153,719 | $238,981 | | Nathaniel J. Lipman | $60,027 | $153,680 | $213,707 | | Michael J. Griffith | $61,607 | $— | $61,607 | | Gail Mandel | $35,234 | $— | $35,234 | | Scott I. Ross | $99,066 | $154,934 | $254,000 | | Atish Shah | $110,000 | $154,934 | $264,934 | | Jennifer Storms | $38,942 | $— | $38,942 | | Allen R. Weiss | $62,857 | $93,316 | $156,173 |
Fiscal 2025 Annual Director Compensation
(1)Ms. Storms, Ms. Mandel and Mr. Griffith resigned from the Board of Directors effective June 18, 2025, before the Company made its annual grant of equity awards to directors. Mr. Dodds resigned from the Board on December 8, 2025, and 2,608 RSUs with a grant date fair value of $79,414 were forfeited upon his resignation. (2)The amounts shown in this column represent the cash fees earned by and, unless deferred, paid to each director. Pursuant to the Director Deferred Compensation Plan, each non-employee director has the option to defer the distribution of all or a portion of their cash fees. Fees deferred will be distributed upon death or disability of the director or over a period not to exceed five years, as elected by the director, following the date he or she leaves the Board of Directors. Payments to directors are made on a quarterly basis. (3)The amounts shown in this column represent the aggregate grant date fair values of the time-based restricted stock units (“RSUs”) awarded on June 27, 2025 and January 27, 2026. The amounts above were calculated based on the closing share price on the date of grant. However, the number of underlying shares was calculated based on an average closing price over the ten day period ending on the date of the award grant. The RSUs vest in full on the one year anniversary of the award date. Pursuant to the Director Deferred Compensation Plan, each non-employee director has the option to defer the distribution of all or a portion of his or her RSUs. RSUs deferred will be distributed upon death or disability of the director or over a period not to exceed five years, as elected by the director, following the date he or she leaves the Board of Directors.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| NAME(3) | Number of Securities Underlying Unvested Stock Awards | Number of Securities Underlying Unexercised Options - Exercisable | Number of Securities Underlying Unexercised Options - Unexercisable | Option Exercise Price | Option Expiration Date | | James P. Chambers (1) | 5,284 | — | — | $— | n/a | | Hamish A. Dodds (1)(2) | 2,607 | — | — | $— | n/a | | Nathaniel J. Lipman (1) | 5,213 | — | — | $— | n/a | | Scott I. Ross (1) | 5,278 | — | — | $— | n/a | | Atish Shah (1) | 5,278 | — | — | $— | n/a | | Allen R. Weiss (1) | 5,220 | — | — | $— | n/a |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
(1)Messrs. Chambers, Dodds, Lipman, Ross, Shah and Weiss do not hold any stock options. (2)Mr. Dodds resigned from the Board of Directors effective December 8, 2025. Unvested shares are net of pro-rata shares forfeited. Ms. Storms, Ms. Mandel and Mr. Griffith resigned from the Board of Directors effective June 18, 2025, before the Company made its annual grant of equity awards to directors, and did not have any unvested shares outstanding at fiscal year end. (3)For more information regarding Mr. Sheehan’s outstanding equity awards, see Executive Compensation—Outstanding Equity Awards at Fiscal Year End.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Dave & Buster’s Entertainment, Inc. | 16 |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Director Stock Ownership Guidelines |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
The Company has a stock ownership requirement for non-employee directors to align the interests of its non- employee directors with the interests of the shareholders and to further promote the Company’s commitment to sound corporate governance. Under this requirement, a non-employee director must own shares of the Company’s stock with a fair market value equal to five (5) times the director’s annual cash retainer. Each non-employee director has five (5) years from the date of initial appointment or election to the Board to meet this requirement. If at the time of measurement, a director is not in compliance with this guideline, the director is prohibited from selling 50% of any new equity award issued to them (net of taxes) until such time as they come into compliance.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Policy Regarding Shareholder Recommendations for Director Candidates |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
The Company identifies new director candidates through a variety of sources. The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders in the same manner it considers other candidates, as described below. Shareholders seeking to recommend candidates for consideration by the Nominating and Corporate Governance Committee must submit a recommendation in compliance with the advance notice procedures in the Company’s bylaws, which are described under Shareholder Proposals elsewhere in this Proxy Statement.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Director Qualifications |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
The Nominating and Corporate Governance Committee and the Board believe that candidates for director should have certain minimum qualifications, including, without limitation: •demonstrated business acumen and leadership, and high levels of accomplishment; •ability to exercise sound business judgment and to provide insight and practical wisdom based on experience; •commitment to understanding the Company and its business, industry and strategic objectives; •integrity and adherence to high personal ethics and values, consistent with our Code of Business Conduct and Ethics; •ability to read and understand financial statements and other financial information pertaining to the Company; •commitment to enhancing shareholder value; and •willingness to act in the long-term interest of all shareholders. In the context of the Board’s existing composition, other requirements (such as prior Board experience, restaurant, hospitality, gaming, sports-related marketing and branding, or retail industry experience, or relevant senior level experience in finance, accounting, sales and marketing, organizational development, information technology, or public relations) that are expected to contribute to the Board’s overall effectiveness and meet the needs of the Board and its committees may be considered. The Committee also considers diversity of occupational, demographic and personal backgrounds in evaluating candidates for the Board and in connection with its periodic evaluation of the Board’s composition.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Current Nominations |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
The Nominating and Corporate Governance Committee conducted an evaluation and assessment of all of the current directors for purposes of determining whether to recommend them for nomination for re-election to the Board of Directors. After reviewing the assessment results, the Nominating and Corporate Governance Committee recommended that Messrs. Chambers, Lal, Lipman, Ross, Sheehan and Weiss be nominated for re-election to the Board of Directors. Following the Nominating and Corporate Governance Committee review, the Board appointed Mr. Protell to the Board and determined to nominate him for election by the shareholders at the Annual Meeting after reviewing his experience, skill set and qualifications. The Board accepted the committee’s recommendations and nominated all seven individuals for election by the shareholders at the Annual Meeting.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Dave & Buster’s Entertainment, Inc. | 17 |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
The Nominating and Corporate Governance Committee did not receive any recommendations from shareholders proposing candidates for election to the Board at the Annual Meeting.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Code of Business Conduct and Ethics and Whistleblower Policy |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
The Code of Business Conduct and Ethics applies to our directors, officers and other employees and is available on our website at http://ir.daveandbusters.com/corporate-governance. We intend to post any legally required disclosures regarding amendments to, or waivers of, our Code of Business Conduct and Ethics on this website. In addition, our Whistleblower Policy is available on our website at http://ir.daveandbusters.com/corporate-governance.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Compensation Committee Interlocks and Insider Participation |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
From the beginning of fiscal 2025 to June 18, 2025, the members of the Compensation Committee were Mr. Chambers, Mr. Griffith, and Ms. Storms. From June 19, 2025 to the end of the fiscal year, the members of the committee were Mr. Chambers, Mr. Lipman, and Mr. Weiss. None of our executive officers serve on the compensation committee or board of directors of any other company of which any of the members of our Compensation Committee or any of our directors is an executive officer. None of the persons who served on the Compensation Committee during fiscal 2025 is or has been an officer or employee of the Company, and none had any relationship with the Company or any of its subsidiaries during fiscal 2025 that would be required to be disclosed as a transaction with a related person.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Communications with the Board of Directors |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
If shareholders wish to communicate with the Board of Directors or with an individual director, they may direct such communications in care of the Chief Legal Officer, 1221 S. Belt Line Road, #500, Coppell, Texas 75019. The communication must be clearly addressed to the Board of Directors or to a specific director. The Board of Directors has instructed the Chief Legal Officer to review and forward any such correspondence to the appropriate person or persons for response.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Insider Trading Policy |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
We have an insider trading policy governing the purchase, sale and disposition of our securities by our directors, officers, key leaders and employees, as well as their respective immediate family members. Such persons are also generally prohibited from engaging in speculative trading, such as trading on a short-term basis (purchasing stock on margin, pledging stock as collateral for loans, short selling stock and hedging transactions, such as trading in derivative securities relating to the Company’s securities). The insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NASDAQ listing standards. While the Company is not subject to the insider trading policy, it does not trade in its securities when it is in possession of material nonpublic information other than pursuant to previously adopted Rule 10b5-1 trading arrangements.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Arrangements and Family Relationships |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
On December 18, 2020, we entered into a cooperation agreement with Mr. Chambers and Hill Path Capital LP (“Hill Path”), pursuant to which we agreed to appoint Mr. Chambers to the Board and the Audit Committee, Finance Committee and Compensation Committee, effective December 22, 2020. The cooperation agreement was amended and restated on July 11, 2022 (the “A&R Cooperation Agreement”). On January 30, 2025, we entered into a letter agreement (the “Letter Agreement”) with Messrs. Chambers and Ross and Hill Path. Pursuant to the Letter Agreement, we agreed to (i) appoint Mr. Ross to the Board, effective January 30, 2025, (ii) nominate Messrs. Ross and Chambers (the “Hill Path Designees”) for election to the Board at our 2025 annual meeting of shareholders, and (iii) use our reasonable best efforts to cause the election of the Hill Path Designees to the Board at our 2025 annual meeting of shareholders, consistent with our
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Dave & Buster’s Entertainment, Inc. | 18 |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
efforts to elect other Company nominees. Concurrently with the appointment of Mr. Ross to the Board, we also agreed to appoint Mr. Ross to the Nominating and Corporate Governance Committee and Finance Committee. Pursuant to the Letter Agreement and the A&R Cooperation Agreement, Hill Path has agreed to various standstill provisions for the duration of a restricted period (as defined in the Letter Agreement and the A&R Cooperation Agreement), including, among other things and subject to certain exceptions, that it will not, and will cause its affiliates to not (i) engage or participate in any solicitation of proxies with respect to the securities of the Company, (ii) acquire more than 20% of the outstanding securities of the Company, (iii) make or be the proponent of any shareholder proposal, (iv) seek Board representation other than as provided in the Cooperation Agreement or (v) influence third parties with respect to the voting or disposition of the securities of the Company. Other than the Letter Agreement and the A&R Cooperation Agreement, there are no arrangements or understandings between any director and any other person pursuant to which he or she was selected as a director or nominee. There are no family relationships between or among any of our directors, director nominees or executive officers.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Dave & Buster’s Entertainment, Inc. | 19 |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows the ownership of our common stock by (i) all persons known by us to beneficially own more than 5% of our common stock, (ii) each current director, (iii) the named executive officers, and (iv) all current executive officers and directors as a group. We have determined beneficial ownership in accordance with the rules of the SEC, and unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. We have based our calculation of the percentage of beneficial ownership on 34,739,405 shares of our common stock outstanding as of April 23, 2026, unless otherwise indicated in the footnotes below. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 23, 2026 to be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the percentage ownership of that person, but have not deemed such shares to be outstanding for the purposes of computing the percentage ownership for any other person. Unless otherwise noted, the address of each beneficial owner is c/o Dave & Buster’s Entertainment, Inc., 1221 S. Belt Line Road, #500, Coppell, Texas 75019.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned as of April 23, 2026 | Percent | | 5% Shareholders | | | | Hill Path Capital LP(1) 150 East 58th Street, 32nd Floor New York, NY 10155 | 7,119,255 | 20.47% | | BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 | 2,084,177 | 5.99% | | Patient Capital Management, LLC(3) One South Street, Suite 2101 Baltimore, Maryland 21202 | 2,201,507 | 6.33% | | Eminence Capital, LP(4) 399 Park Avenue, 25th Floor New York, NY 10022 | 2,905,454 | 8.35% | | Non-employee Directors and Director Nominees | | | | James P. Chambers | 18,083 | * | | Nathaniel J. Lipman | 5,666 | * | | Charles H. Protell | — | * | | Scott I. Ross (1) | 5,796 | * | | Kevin M. Sheehan(5) | 191,069 | * | | Atish Shah | 17,439 | * | | Allen R. Weiss | 5,738 | * | | Named Executive Officers(6) | | * | | Tarun Lal(7) | 11,560 | * | | Darin Harper(8) | 102,498 | * | | Antonio Bautista(9) | 58,099 | * | | Steve Klohn(10) | 23,176 | * | | Tony Wehner(11) | 81,688 | * | | All Executive Officers and Directors as a Group (13 Persons)(12) | 602,533 | 1.73% |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
*Less than 1%.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Dave & Buster’s Entertainment, Inc. | 20 |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
(1)Based on information contained in a Form 4 dated January 27, 2026, filed on March 13, 2026. The Form 4 reported that Hill Path Capital Partners LP (“HPCP”), Hill Path Capital Partners II LP (“HPCP-II”), Hill Path Capital Co-Investment Partners LP (“HPCCP”), Hill Path D Fund LP, Hill Path G Fund LP, Hill Path J Fund LP, Hill Path Capital Partners GP LLC, Hill Path Capital Partners II GP LLC, Hill Path Investment Holdings LLC, Hill Path Investment Holdings II LLC, Hill Path Capital LP, Hill Path Holdings LLC, HP D GP LLC, HP G GP LLC, HP J GP LLC, and Scott I. Ross are collectively the “HP Reporting Persons” thereunder. The HP Reporting Persons owned and had sole voting and dispositive power over 7,119,255 shares of common stock, including 2,095,246 shares of common stock held directly by HPCP, 2,869,527 shares of common stock held directly by HPCP-II, and 53,231 shares of common stock held by HPCCP, and no shared voting or dispositive power over shares of common stock. Additionally, the shares disclosed for Hill Path Capital LP in the table above excludes 5,796 unvested RSUs granted to Mr. Ross in connection with his service as a Director. Mr. Ross disclaims beneficial ownership of the shares beneficially owned by the Hill Path entities except to the extent of his pecuniary interest therein. (2)Based on information contained in Schedule 13G dated March 31, 2026, filed on April 7, 2026. The Schedule 13G reported that BlackRock, Inc. owned and had sole dispositive power over 2,084,177 shares of common stock and had sole voting power over 2,053,554 shares of common stock. (3)Based on information contained in Schedule 13G dated March 31, 2025 filed on April 30, 2025. The Schedule 13G reported that Patient Capital Management, LLC owned and had sole dispositive power over 2,201,507 shares of common stock, sole voting power over 2,201,507 shares of common stock, no shared voting or shared dispositive power over shares of common stock. (4)Based on information contained in Schedule 13G dated March 31, 2025, filed on May 15, 2025. The Schedule 13G reported that Eminence Capital, LP, owned and had shared dispositive power over 2,905,454 shares of common stock and shared voting power over 2,581,343 shares of common stock. (5)Shares reflected in the table include 80,564 shares owned by Mr. Sheehan and 110,505 shares held in a grantor retained annuity trust but do not include 69,025 shares owned by a family limited liability company (the “Family LLC”). Currently, Mr. Sheehan has no sole or shared voting and investment power in any of the shares in the Family LLC as an irrevocable trust is the managing member of the Family LLC. Mr. Sheehan does not have any shares issuable pursuant to outstanding stock options held that are exercisable within 60 days of April 23, 2026. (6)Mr. Sheehan’s compensation as Interim Chief Executive Officer until July 15, 2025 qualified him as a Named Executive Officer for fiscal 2025. (7)Mr. Lal does not have any shares issuable pursuant to outstanding stock options held that are exercisable within 60 days of April 23, 2026. (8)Mr. Harper does not have any shares issuable pursuant to outstanding stock options held that are exercisable within 60 days of April 23, 2026. (9)Shares reflected in the table include 4,903 shares issuable pursuant to outstanding stock options held by Mr. Bautista that are exercisable within 60 days of April 23, 2026. (10)Mr. Klohn does not have any shares issuable pursuant to outstanding stock options held that are exercisable within 60 days of April 23, 2026. (11)Shares reflected in the table include 12,341 shares issuable pursuant to outstanding stock options held by Mr. Wehner that are exercisable within 60 days of April 23, 2026. (12)Shares reflected in the table include a total of 45,144 shares issuable pursuant to outstanding stock options held by our Executive Officers and Directors as a group that are exercisable within 60 days of April 23, 2026.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Dave & Buster’s Entertainment, Inc. | 21 |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
EXECUTIVE OFFICERS We are furnishing below certain biographical information about our executive officers.
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Antonio Bautista | Darin Harper | | Dave & Buster’s Since: 2022 | Dave & Buster’s Since: 2024 | | Age: 61 | Age: 51 | | Food & Beverage Experience: 33 yrs | Food & Beverage Experience: 19 yrs | | Retail and late-night entertainment: 28 yrs | Entertainment Experience: 14 yrs | | Entertainment (arcade based) Experience: 4 yrs | | | Current Position: | Current Position: | | –President, International since January 2026; Chief International Development Officer from July 2022 to January 2026 | –Chief Financial Officer since June 2024 | | Prior Business Experience: | Prior Business Experience: | | –Dave & Buster's Entertainment, Inc.: •SVP and Head of International Development (Jan 2022-July 2022) –ALBP Global Hospitality Solutions, a consulting company supporting global hospitality companies: •CEO (Sept 2020-Dec 2021) –Fogo De Chao, Inc., an international chain of rodizio-style Brazilian steakhouse restaurants: •COO (July 2019-July 2020) –Hard Rock International: •Various positions including SVP of cafe and retail operations and SVP of franchise development and operations (Dec 2010-June 2019) –Gourmet Gulf LLC, a UAE-based food and beverage company: •President and COO (2007-2010) –Hard Rock International: •Various positions including Director of Franchise Development and Operations and General Manager (1994-2007) | –World Choice Investments, LLC, a leading operator of large themed, family entertainment attractions: • Chief Financial Officer (May 2023-Jun. 2024) –Dave & Buster’s Entertainment, Inc.: •Transitional Chief Financial Officer (Jul. 2022-Dec. 2022) –Main Event Entertainment, Inc.: •EVP and Chief Financial Officer (Mar. 2017-Jun. 2022) –Ardent Leisure, then Main Event’s parent company: •Group Chief Financial Officer (Jun. 2018-Jun. 2022) –On the Border Mexican Grill & Cantina, a family dining concept: •Chief Financial Officer (Aug. 2014-Mar. 2017) •VP Finance (Oct. 2011-Aug. 2014) –CEC Entertainment, Inc., a dining and family entertainment enterprise: •Principal Accounting Officer (2007-2011) | | | Education: –BBA Accounting, Evangel University |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Dave & Buster’s Entertainment, Inc. | 22 |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Steve Klohn* | Tarun Lal | | Dave & Buster’s Since: 2022 | Dave & Buster’s Since: 2025 | | Age: 51 | Age: 57 | | Food & Beverage Experience: 11 yrs | Food & Beverage Experience: 25 yrs | | Entertainment Experience: 9 yrs | | | Current Position: | Current Position: | | –Chief Information Officer July 2022-Sept 2024; Dec 2024 to present | –Chief Executive Officer July 2025 to present | | Prior Business Experience: | Prior Business Experience: | | –Legends, a food, beverage, merchandise, retail, and stadium operations corporation: •Chief Technology Officer (Sept 2024-Dec 2024) –Main Event Entertainment, Inc., an American chain of family entertainment centers: •Chief Information Officer (Sept 2016-July 2022) –Intelemedia Communications, Inc., a telecommunications service provider: •CIO Consultant (2012-2016) –Brinker International, Inc., an American multinational casual dining company owning Chili's Grill & Bar and Maggiano's Little Italy: •Various positions including Chief Technology Officer (2014-2016) –RealPage, Inc., an American multinational software company focused on property management solutions: •SVP (2011-2014) –J.C. Penney Corporation, Inc., a retail department store: •Various technology related positions (2000-2011) | –Yum! Brands, a brand which includes KFC, Taco Bell, and Pizza Hut, a global leader of the chicken, Mexican-inspired food and pizza, operating over 61,000 locations: •Managing Director KFC META, Pakistan, India, CIS (Oct 2021-Jan 2023) •Managing Director KFC Middle East, Africa, Turkey, Pakistan (Jan 2020-Jun 2022) •General Manager KFC Africa (Jul 2018-Dec 2019) •Global COO, KFC (Jan 2014-Jul 2018) –Yum! Restaurants International, a division of Yum! Brands: •General Manager KFC India (Mar 2012-Dec 2013) •Chief Operating Officer & General Manager Sri Lanka & Bangladesh (Jul 2010-Mar 2012) •Chief Operating Officer KFC & Pizza Hut India (Sept 2007-Jun 2010) •Director of Operations (Mar 2006-Aug 2007) | | Education: –BAAS, Public Affairs and Community Service, Univ. of North Texas *Mr. Klohn has resigned from the Company, effective June 7, 2026. | Education: –EDP, General Management, The Wharton School –BCOM, Commerce, Accountancy, Shri Ram College of Commerce | | Les Lehner | | | Dave & Buster’s Since: 2022 | | | Age: 54 | | | Food & Beverage Experience: 26 yrs | | | Entertainment Experience: 21 yrs | | | Current Position: | | | –Chief Development and Procurement Officer since July 2025; previously Chief Procurement Officer and Head of Main Event Development from July 2022 to July 2025 | | | Prior Business Experience: | | | –Main Event Entertainment, Inc.: • EVP, Chief Development and Procurement Officer (Apr 2018-July 2022) –Red Robin Gourmet Burgers, Inc., an American casual dining chain: • SVP, Chief Development and Procurement Officer (2015-2018) –CEC Entertainment, Inc., a dining and family entertainment enterprise: •Various positions, including SVP, Development and Procurement (2000-2015) | | | Education: –BAA Finance, Angelo State University –MBA Finance, University of North Texas | |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Dave & Buster’s Entertainment, Inc. | 23 |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Rodolfo Rodriguez, Jr. | Tony Wehner | | Dave & Buster's Since: 2025 | Dave & Buster’s Since: 2022 | | Age: 59 | Age: 58 | | Food & Beverage Experience: 10 yrs | Food & Beverage Experience: 29 yrs | | Entertainment Experience: 10 yrs | Entertainment Experience: 6 yrs | | Current Position: | Current Position: | | – Chief Legal Officer and Corporate Secretary since January 2025 | –President, Main Event since January 2026; previously Chief Operating Officer from July 2022 to January 2026 | | Prior Business Experience: | Prior Business Experience: | | –CEC Entertainment, LLC / CEC Entertainment, Inc., a restaurant and family entertainment enterprise: • EVP, Chief Legal & Human Resources Officer (Mar 2018-Dec 2023) • SVP, General Counsel (Nov 2014-Mar 2018) – JC Penney Corporation, Inc., a retail department store: • Senior Counsel (Oct 2012-Nov 2014) – Gruber Hurst Johansen Hail Shank, LLP, a Dallas, TX law firm: • Partner (2006-2012) – Godwin Pappas, Langley & Ronquillo LLP / Godwin Gruber, LLP, a Dallas, TX law firm: • Partner (2004-2006) • Participating Associate (2003-2004) – American Eagle Airlines, Inc., a regional airline: • VP, General Counsel (2000-2003) – American Airlines, Inc., an international airline: • Attorney-Litigation (1997-2000) − Locke Purnell Rain Harrell, PC, a Dallas, TX law firm: • Associate (1991-1997) | –Main Event Entertainment, Inc.: •Chief Operating Officer (Jan 2021-July 2022) –BigShots Golf, a golf-oriented entertainment brand: •Chief Executive Officer (Jan 2020-Jan 2021) –Bar Louie, an American gastropub chain: •Chief Operations Officer (2017-Jan 2020) –Logan's Roadhouse, an American steakhouse restaurant chain: •SVP Operations (2016-2017) –On The Border Mexican Grill & Cantina: •Various operations positions including SVP of Operations (2010-2015) –Brinker International, Inc.: •Various operations positions for Chili's Grill & Bar and On The Border Mexican Grill & Cantina brand (1997-2010) | | Education: –B.A. Political Science, Texas A&M University –J.D., Harvard Law School | |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Dave & Buster’s Entertainment, Inc. | 24 |
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
EXECUTIVE COMPENSATION
Directors’ Outstanding Equity Awards at 2025 Fiscal Year End
| Compensation Discussion and Analysis | Executive Compensation Quick Navigation | | | This section describes our compensation program for our named executive officers (“NEOs”) for fiscal 2025. The discussion focuses on our compensation programs and compensation-related decisions for fiscal 2025 and addresses why we believe our compensation program supports our business strategy and operational plans. For fiscal 2025, our NEOs were: •Tarun Lal — Chief Executive Officer(1) •Kevin M. Sheehan — Former Interim Chief Executive Officer(2) •Darin Harper — Chief Financial Officer •Antonio Bautista — President, International(3) •Steve Klohn — Chief Information Officer(4) •Tony Wehner — President, Main Event(5) (1) Mr. Lal was appointed to serve as the Company's Chief Executive Officer effective July 14, 2025. (2) Mr. Sheehan resigned from his position as Interim Chief Executive Officer effective July 15, 2025. (3) Mr. Bautista’s title was changed from Chief International Development Officer to President, International on January 1, 2026. (4) Mr. Klohn resigned from his position as Chief Information Officer effective June 7, 2026. (5) Mr. Wehner was appointed President, Main Event effective January 1, 2026. From July 2022 to December 31, 2025, Mr. Wehner’s title was Chief Operating Officer of the Company. | •Compensation Discussion and Analysis | P. 25 | | | •Compensation Practices | P. 27 | | | • Elements of Compensation | P. 30 | | | •Stock Ownership Guidelines | P. 36 | | | •2025 Summary Compensation Table | P. 38 | | | •Pay vs. Performance Disclosure | P. 44 | | | •Employment Agreements and Other Arrangements | P. 48 | | | •Potential Payments Upon Termination or Change-in-Control | P. 48 |
Compensation Philosophy and Overall Objectives of Executive Compensation Programs
Compensation Philosophy and Overall Objectives of Executive Compensation Programs Our executive compensation philosophy is based upon three core values: pay for performance, market-competitive pay and sustained shareholder value creation. Pay for Performance—This is intended to align the interests of executive officers with the interests of our shareholders. Compensation is tied directly to delivering both annual and long-term value creation to our shareholders. Annual incentives focus on efficient and productive operation of the business, while long-term incentives focus on value creation of the enterprise. In addition, we put greater emphasis on the longer-term aspects of the compensation package to help ensure that all actions of management contribute to multi-year value creation. Market-Competitive Pay—In setting compensation for our executive officers, including our NEOs, the Compensation Committee considers competitive compensation data from an annual total compensation study of a selected peer group of restaurant and entertainment companies of comparable size and business models as well as other relevant survey sources. These sources inform the Compensation Committee’s decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels, including input from an independent compensation consultant. The Compensation Committee applies judgment and discretion in establishing targeted pay levels, considering not only competitive market data, but also other factors such as company, business unit, and individual performance; scope of responsibility; critical needs and skill sets; experience; leadership potential; and succession planning. Consistent with our pay for performance core values, compensation above target levels is achieved through above-target performance against our annual and long-term incentive goals. Sustained Shareholder Value Creation—All of our compensation plans are designed to increase the value we deliver to our shareholders through the selection of proper business performance metrics, the leverage built into the plans for performance achievement and the proper governance of the plans throughout the year by our Compensation Committee. We believe that profitable growth of our enterprise is primary while simultaneously reinforcing an ethical and performance-based culture. Our Compensation Committee approves all goals and awards in advance and monitors progress on their achievement throughout the year. Pursuant to the long-term incentive program implemented pursuant to the 2025 Omnibus Incentive Plan (the “2025 Plan”), we use a series of vehicles that are intended to reinforce this commitment to sustained shareholder value creation. Currently, these vehicles are stock options, RSUs and performance-based restricted stock units (“PSUs”). The Compensation Committee determines annually the appropriate use and weighting of each vehicle. Through this combination of vehicles and the design of our programs, we strive to achieve continuous improvement, growth and profitability, while effectively managing any undue risk elements. Our compensation philosophy guides us in our annual review of compensation and the assessment of the right pay for performance relationship. It also ensures that when strong performance is achieved, that performance is appropriately rewarded. Our Compensation Committee annually reviews this philosophy and our compensation plans to ensure they are continuing to meet their stated goals and objectives. If they are not, changes are made to reestablish the right alignment. In sum, this philosophy is intended to ensure that shareholders see a return on their investment in our Company and that we are getting the right return on our leadership compensation investment.
Compensation Practices
| What We Do | | ✓Set stock ownership guidelines for executives and directors ✓Review tally sheets for executives ✓Disclose performance goals for incentive payments ✓Set maximum payout caps on our annual and long- term incentives ✓Limit perquisites and other benefits, and do not include income tax gross-ups (except for relocation expenses) ✓Subject all variable pay to a compensation recovery clawback policy ✓Have double-trigger change of control agreements ✓Independent Compensation Committee advised by an independent compensation consultant ✓Enforce strict insider trading policies and black-out periods for executives and directors |
Procedures for Determining Compensation
•the significance of the executive officer’s contributions to the ongoing success of the Company; •the scope of the executive officer’s responsibilities; •the future value the executive officer is expected to bring to the Company; and •the results of benchmarking studies, which illustrate the value of the executive officer’s total compensation package relative to others in the industries with which we compete for talent. While the Compensation Committee does not establish compensation levels solely based on a review of benchmarking studies or benchmark to any particular level, it believes such data is a useful tool in its deliberations and setting of competitive compensation policies. Annually, the Compensation Committee engages a compensation consulting firm to conduct a benchmarking study of executive compensation programs and non-employee board members, provide analysis and advice regarding plan design for short- and long-term incentive plans, and provide analysis and advice concerning trends and regulatory developments in executive compensation. In fiscal 2025, the Company’s independent compensation consultant, FW Cook, evaluated our market competitiveness against (a) a custom peer group and (b) a robust industry-specific survey of restaurant and hospitality companies. The peer group against which we compared ourselves includes (i) casual dining restaurants that offer an “experience”; (ii) casual dining concepts with which we compete for leadership talent; (iii) companies that focus on entertainment, including casino and gaming companies; (iv) hotels, resorts and cruise lines; and (v) leisure facilities. At the time of comparison, the peer group companies in aggregate had a restaurant/entertainment mix similar to our income mix:(1)
Pay for Performance Alignment
Pay for Performance Alignment Typically, we work to leverage our executive compensation structure to drive outstanding Company performance and provide appropriate rewards for sustained, strong individual performance. A significant portion of each executive officer’s pay is at-risk and awarded in the form of cash- and stock-based short- and long-term incentive grants. These incentive grants, which are discussed below and were granted under the 2025 Plan, are intended to link each executive officer’s annual compensation to the achievement of short- and long- term financial and strategic goals. As such, executive officers, including the NEOs, face a risk of forfeiture or a reduced payout if the Company fails to meet its financial and strategic objectives. Under each incentive plan, target compensation is only earned if the designated financial and strategic objectives are met. Each incentive plan offers above-target payouts for outstanding performance; alternatively, no incentive will be earned if a threshold level of performance is not achieved. Further, the Compensation Committee aims to link any adjustments to an executive officer’s base salary to his or her individual performance. In evaluating whether our executive compensation programs appropriately link each executive officer’s compensation to Company performance, the Compensation Committee reviews and evaluates the achievements of the Company during the applicable fiscal year. Our fiscal 2025 compensation packages for our CEOs and other NEOs were heavily weighted towards variable compensation. In doing so, we continued our focus on compensation for our CEOs and NEOs tied to variable, long-term compensation and strengthening the alignment between compensation and our shareholders’ long-term interests. Long-term incentives constituted the largest portion of the target total compensation opportunity for our CEOs and other NEOs. The graphs below show the fiscal 2025 target pay mix for our CEOs and the average of the other NEOs based on annual base salary, annual short-term cash incentives at target and the economic value (at the time of grant) of RSUs, PSUs and stock options granted during the year.
Elements of Compensation
(1)Mr. Lal was appointed to serve as the Company’s Chief Executive Officer effective July 14, 2025 and, therefore, only received a prorated portion of his base salary in fiscal 2025. (2)Mr. Sheehan resigned from his position as Interim Chief Executive Officer effective July 15, 2025 and did not receive a bonus for fiscal 2025. Prior and subsequent to his service as Interim Chief Executive Officer, Mr. Sheehan was compensated as a non-employee director. See Director Compensation and 2025 Summary Compensation Table elsewhere in this Proxy Statement for additional information. Executive Incentive Plan (Annual Incentive Plan) The Executive Incentive Plan administered under the 2025 Plan was designed to recognize and reward our employees for contributing towards the achievement of our annual business plan. The Compensation Committee believes the Executive Incentive Plan provides a valuable short-term incentive program that will deliver a short-term bonus opportunity for key employees, including the NEOs (other than Mr. Lal), upon achievement of targeted operating results, as determined by the Compensation Committee and the Board of
Elements of Compensation
Directors. The Executive Incentive Plan also supports our efforts to integrate our compensation philosophies with our annual business objectives and focus our executive officers on the fulfillment of those objectives. In considering and approving the design of the Executive Incentive Plan, the Compensation Committee reviews target bonus percentages for each executive officer, including the NEOs, and considers the value of the incentive award relative to the individual’s total compensation package, the value of the incentive award and total compensation package relative to benchmark data, and the degree to which the individual can influence the Company’s achievement of its short-term financial and strategic objectives. The Compensation Committee also reviews annually the financial and strategic objectives that will comprise the components of the Executive Incentive Plan, the target for each component, and the payout percentages at threshold, target, and maximum performance for each component. The Compensation Committee considers input from FW Cook, the results of benchmarking data, and analysis from our Chief Executive Officer to determine the appropriateness of the target bonus percentages for each executive officer (including the NEOs), the components of the Executive Incentive Plan, the targets for each component, and the payout percentages at each level of performance. Under each participating executive officer’s employment agreement and the Executive Incentive Plan, the target bonus opportunity is expressed as a percentage of annualized base salary as of the end of the performance period, and prorated according to the percentage of the performance period the executive officer is employed by the Company. Target levels are established based upon a review of market practices and aligned to the Company’s compensation philosophy. Bonuses above or below the target level may be paid subject to a prescribed maximum or minimum. Bonus attainment is calculated separately for each component of the Executive Incentive Plan. In the event a minimum threshold level of performance is not achieved, no bonuses will be payable under the Executive Incentive Plan. If performance falls between threshold and target or target and maximum, the bonus payout will be determined on an interpolated basis. The threshold, target, and maximum percentages for each of the NEOs for fiscal 2025 under the Executive Incentive Plan are outlined in the table below (based on participation for the full year).
Elements of Compensation
Under the Executive Incentive Plan for fiscal 2025, (i) 50% of each participating executive officer’s bonus opportunity was based on the Company’s performance relative to targeted Incentive Adjusted EBITDA (calculated as net income, plus interest expense (net), loss on debt refinancing, provision for (benefit from) income taxes, depreciation and amortization expense, share-based compensation, transaction and integration costs, system implementation costs, (gain) loss on property and equipment transactions and impairments, and other costs, net and pre-opening expenses); (ii) 10% of each participating executive officer's bonus opportunity was based on the Company’s performance relative to targeted Total Revenue; (iii) 20% of each executive officer's bonus opportunity was based on the Company's performance relative to targeted Comparable Store Sales Growth; and (iv) 20% of each participating executive officer’s bonus opportunity was based on the individual officer’s performance.
Elements of Compensation
| Fiscal 2025 Performance Targets | | | | | | | | | Performance | | | Bonus as % of Target | | | | Component | Threshold | Target | Maximum | Threshold | Target | Maximum | | Incentive Adjusted EBITDA(1) | $526.2 | $565.0 | $621.5 | 50% | 100% | 200% | | Total Revenue(1) | $2,205.0 | $2,324.0 | $2,444.0 | 50% | 100% | 200% | | Comparable Store Sales Growth | 1.1% | 3.3% | 4.8% | 50% | 100% | 200% |
Elements of Compensation
| Fiscal 2025 Full-Year Results | Target | Actual | % of Target | Payout % | | Incentive Adjusted EBITDA(1) | $565.0 | $455.6 | 80.6% | 0.0% | | Total Revenue(1) | $2,324.0 | $2,102.8 | 90.5% | 0.0% | | Comparable Store Sales Growth (decline) | 3.3% | (5.0)% | 0.0% | 0.0% |
Elements of Compensation
| Name | Target Bonus | Bonus Paid (2) | % of Target | | Tarun Lal | $451,507 | $— | —% | | Kevin M. Sheehan(1) | $370,274 | $— | —% | | Darin Harper | $380,000 | $— | —% | | Antonio Bautista | $256,200 | $— | —% | | Steve Klohn | $240,000 | $— | —% | | Tony Wehner | $360,000 | $— | —% |
Long-Term Incentive Awards
Long-Term Incentive Awards The Compensation Committee believes that it is essential to align the interests of our executive officers, including the NEOs, and other key management personnel responsible for our growth with the interests of our shareholders. The Compensation Committee has also identified the need to retain tenured, high performing executives. The Compensation Committee believes that these objectives are accomplished through the provision of cash- and stock-based incentives that align the interests of management personnel with the long-term objectives of enhancing our value, as set forth in the 2025 Plan. Annually, the Compensation Committee determines whether to grant long-term cash- and/or stock-based incentives to our executive officers, including the NEOs, and other key management personnel. In determining whether to grant long-term incentive awards, the Compensation Committee considers Company performance, individual performance, the significance of the individual's contributions to the ongoing success of the Company, the valuation of the grants relative to the individual’s total compensation, value creation, and the recommendations of our Chief Executive Officer. In addition, the Compensation Committee considers the benchmarking data and additional analysis provided by its compensation consultant in determining appropriate grant levels for our executive officers, including the NEOs. Annual equity awards have historically been granted to our executive officers in April of the applicable year. In fiscal 2025, following stockholder approval of the 2025 Omnibus Incentive Plan, annual equity awards were granted in June 2025. In October 2025, the Compensation Committee approved additional one-time equity grants and, in connection therewith, cancelled and regranted certain previously outstanding PSU awards to better align performance metrics with the Company’s updated strategic priorities following the appointment of a new Chief Executive Officer. For fiscal 2025, the Compensation Committee approved the 2025 long-term incentive program pursuant to the 2025 Plan. The 2025 long-term incentive program applied to all of our NEOs other than Mr. Sheehan, whose compensation as Interim Chief Executive Officer is detailed in his letter agreement with the Company dated December 9, 2024 and discussed under Employment Agreements and Other Arrangements and Grants of Plan Based Awards in Fiscal 2025 below. Awards under the 2025 long-term incentive program included a mix of RSUs, two forms of PSUs with different vesting requirements, service-based non-qualified stock options, and performance-based stock options. The RSUs, which comprised 33% of each applicable NEO’s award, vest in equal installments over a three-year period. The service-based stock options and performance-based stock
Long-Term Incentive Awards
| Dave & Buster’s Entertainment, Inc. | 32 |
Long-Term Incentive Awards
options together comprised 33% of each applicable NEO’s award. The performance-based stock options vest on achievement of certain performance thresholds during the performance period. The two types of PSUs, which together comprised 33% of each applicable NEO’s award, vest after a defined performance period, subject to achieving performance thresholds during the period; specifically, (i) targeted same store sales growth for four consecutive quarters, or (ii) targeted growth of Adjusted EBITDA and Same Store Sales. The actual number of PSUs earned will be determined at the end of the three-year performance period. If performance falls between threshold and target or target and maximum, the number of PSUs that vest will be determined on an interpolated basis. The Compensation Committee believes that the mix of one-third each of RSUs, PSUs and stock options appropriately balances retention, mid-term performance and long-term shareholder return objectives while motivating and rewarding executive officers and other key employees who deliver mid- and long-term financial success.
Long-Term Incentive Awards
| Dave & Buster’s Entertainment, Inc. | 33 |
Long-Term Incentive Awards
The following table summarizes the aggregate target long-term incentive values approved by the Compensation Committee for fiscal 2025 for each named executive officer other than Messrs. Lal and Sheehan. These values reflect the Committee’s holistic view of intended long-term compensation opportunity and exclude awards that were cancelled and replaced during the year.
Long-Term Incentive Awards
| Named Executive Officer | Total Target Equity Value | | Darin Harper | $1,500,000.00 | | Antonio Bautista | $1,000,000.00 | | Steve Klohn | $1,000,000.00 | | Tony Wehner | $1,000,000.00 |
Long-Term Incentive Awards
These target values are intended to provide transparency into the Compensation Committee’s decision-making process and to avoid any implication of duplication arising from the cancellation and regrant of equity awards in October 2025. One-time Grants and Adjustments to Certain PSUs On October 7, 2025, a one-time grant of certain equity awards (the “One-Time Grants”) was made to Messrs. Harper, Bautista, Klohn and Wehner (the “Covered Grantees”) pursuant to the 2025 Plan. The primary goal of the One-Time Grants was to better align our NEOs’ performance metrics with those established by the Compensation Committee when Mr. Lal was appointed as our Chief Executive Officer. As a condition to receiving the One-Time Grants, each of the Covered Grantees agreed to the cancellation of certain PSU awards that were previously granted to the Covered Grantees at the time of their appointment (the “Cancelled PSUs”), which were based on performance metrics established in consultation with our previous Chief Executive Officer that the Compensation Committee believes are no longer aligned with our long-term strategy. The One-Time Grants were subject to the following terms and conditions, certain of which are based on the equity grants made to Mr. Lal, the Company’s Chief Executive Officer, on July 15, 2025 (the “CEO Grants”): •RSUs: A grant of 22,026 RSUs for Mr. Harper and 11,013 RSUs for each of Messrs. Bautista, Klohn and Wehner. These RSUs will vest in three equal installments on July 14, 2026, July 14, 2027 and July 14, 2028, with each such grant being subject to the Covered Grantee’s continued employment through the applicable vesting date. •Time-Based Stock Options: A grant of 22,026 stock options for Mr. Harper and a grant of 11,013 stock options for each of Messrs. Bautista, Klohn and Wehner, with an exercise price equal to $22.70 (the “Grant Price”). These options will vest in three equal installments on July 14, 2026, July 14, 2027 and July 14, 2028, with the vesting dates aligning with the time-based stock options granted pursuant to the CEO Grants, with each such grant being subject to the Covered Grantee’s continued employment through the applicable vesting date. •PSUs: Two separate PSU grants that will be earned based on achieving specified performance targets. One grant, consisting of 11,013 PSUs for each of the Covered Grantees (“Single Goal PSUs”), will become earned 100% upon achievement of at least 3% positive same store sales growth for four consecutive quarters over a specified performance period that ends on February 1, 2028 (the “Performance Period”). Once earned, the Single Goal PSUs will time vest in equal annual installments over a two-year period. The other grant, consisting of 11,013 PSUs for each of the Covered Grantees (the “Multiple Goal PSUs”), will become earned based, in part, on the achievement of the following performance conditions over the Performance Period: (i) 2027 Adjusted EBITDA (as such term is defined in the Company’s financial statements) of between $600 million and $675 million and (ii) average same store sales growth of between 3% and 5%. Under this award, the number of Multiple Goal PSUs earned, based on the achievement of Adjusted EBITDA and same store sales growth, will be further increased or reduced based on the percentile rank of the Company’s total shareholder return (“TSR”) relative to the companies on the S&P 1500 Hotels, Restaurants and Leisure Index. •Stock Price-Based Options: Two additional stock option grants for Messrs. Harper, Bautista, Klohn and Wehner which will become earned if the Company’s stock price reaches specified multiples of the exercise price of the stock options granted pursuant to the CEO Grants (the “CEO Strike Price”) by February 1, 2028. One grant, consisting of 60,327 stock options for Mr. Harper and 41,794 for each of Messrs. Bautista, Klohn and Wehner, and with an exercise price equal to the Grant Price, will become earned in full on the first date (the “2X Attainment Date”) occurring before February 1, 2028 on which
Long-Term Incentive Awards
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Long-Term Incentive Awards
the 60-day trailing VWAP of the Company’s common stock is equal to or greater than $64.12. After the 2X Attainment Date, the shares underlying these stock options will vest and become exercisable on either the first or the second anniversary of the 2X Attainment Date depending on the Company’s 60-day trailing VWAP on the first anniversary of the 2X Attainment Date and subject to certain terms and conditions specified in the applicable award agreement. The other grant, consisting of 47,934 stock options for Mr. Harper and a grant of 28,271 for each Messrs. Bautista, Klohn and Wehner, with an exercise price equal to $34.05, will become earned in full on the first date (the “3X Attainment Date”) occurring before February 1, 2028 on which the 60-day trailing VWAP of the Company’s common stock is equal to or greater than $96.18. After the 3X Attainment Date, the shares underlying these stock options will vest and become exercisable on either the first or the second anniversary of the 3X Attainment Date depending on the Company’s 60-day trailing VWAP on the first anniversary of the 3X Attainment Date and subject to certain terms and conditions specified in the applicable award agreement. The performance criteria and payout percentages for the PSUs described above are as follows:
Long-Term Incentive Awards
| | Single Goal PSUs - Comparable Store Sales | | | | Comparable Store Sales % Increase | Payout as a Percentage of Target | | Below Target | Below 3.0% | 0% | | Target | 3.0% | 100% |
Long-Term Incentive Awards
| | Multiple Goal PSUs - Adjusted EBITDA and Comparable Store Sales | | | | | Adjusted EBITDA Performance | Comparable Store Sales % Increase | Payout as a Percentage of Target (1)(2) | | Below Threshold | Below $600 million | Below 3.0% | 0% | | Threshold | $600 million | 3.0% | 50% | | Maximum | $675 million | 5.0% | 100% |
Long-Term Incentive Awards
(1)Straight-line interpolation shall apply between performance levels, it being understood that Adjusted EBITDA and Comparable Store Sales growth will be equally weighted for such purposes. (2)If the Company’s TSR is equal to or greater than the 75th percentile of a peer group specified in the award agreement, the payout as a percentage of target will be multiplied by 125%. If the Company’s TSR is less than the 25th percentile of that peer group, the payout as a percentage of target will be multiplied by 75%. If the Company’s TSR is less than the 75th percentile of that peer group and equal to or greater than the 25th percentile of that peer group, the payout as a percentage of target will be multiplied by 100%. Equity Grant Practices While we do not have a formal policy regarding the timing of equity awards in relation to our disclosure of material nonpublic information, as a practice, we do not time the granting of equity awards with any favorable or unfavorable news released by the Company. Our Compensation Committee has generally approved annual equity awards in the first quarter of the new fiscal year, which allows the Committee to review and consider the Company’s financial results from the prior fiscal year when making grants. Other than grants made in connection with hiring, promotions and retention, equity awards are generally granted to NEOs at the same time that equity awards are granted to all other employees who are eligible for such awards. Proximity of any awards to an earnings announcement or other market events is coincidental. In the event material nonpublic information were to become known to the Compensation Committee before the grant of an equity award, the Compensation Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety. Other Benefits Retirement Benefits. Our employees, including our NEOs, are eligible to participate in the Company's 401(k) retirement plan on the same basis as other employees. However, tax regulations impose a limit on the amount of compensation that may be deferred for purposes of retirement savings. As a result, we established the Select Executive Retirement Plan (the “SERP”). See 2025 Nonqualified Deferred Compensation for a discussion of the SERP. Other Benefits. The Company eliminated cash perquisite allowances to its NEOs in fiscal 2022. We offer our NEOs and other executives an annual physical. See the 2025 Summary Compensation Table below.
Long-Term Incentive Awards
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Long-Term Incentive Awards
Severance Benefits. We have entered into employment agreements with certain of our NEOs. These agreements provide such NEOs with certain severance benefits in the event of involuntary termination or adverse job changes and are key to attracting and retaining key executives. See Employment Agreements and Other Arrangements below.
CEO Pay Ratio
CEO Pay Ratio The Compensation Committee reviewed a comparison of our Chief Executive Officer’s annual total compensation in fiscal 2025 to that of all other Company employees for the same period. Our calculations included employees who were active as of November 6, 2025. As Canadian employees account for less than 4% of our total employee population, we excluded Canadian employees from the median calculation. Our total employee population was 23,650, and our total employee population without our Canadian employees was 23,382. The median employee was identified using all earnings for fiscal 2025, as reported in our payroll system. Compensation was annualized for all employees, including Mr. Sheehan, who was serving as our Interim Chief Executive Officer as of December 2024 through July 2025, and Mr. Lal as of July 2025, other than seasonal or temporary employees, based on the number of days employed during fiscal 2025. Payments which were not expected to be repeated throughout the year were not annualized. As he served both as Interim Chief Executive Officer and as a board member during fiscal 2025, Mr. Sheehan had fiscal 2025 annual total compensation of $7,773,967. Due in large part to his one-time grants in connection with his appointment as Chief Executive Officer, Mr. Lal had fiscal 2025 annual total compensation of $14,502,745, as reflected in the 2025 Summary Compensation Table included in this Proxy Statement. Our median employee’s annual total compensation for fiscal 2025 was $23,238 (based on the same methodology used in calculating total compensation as reported in the 2025 Summary Compensation Table). Mr. Lal’s annual total compensation was approximately 624.1 times that of our median employee, and Mr. Sheehan’s annual total compensation was approximately 334.5 times that of our median employee.
Risk Assessment Disclosure
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5)(6) | Total ($) | | Tarun Lal (CEO) | 2025 | 452,308 | — | 7,590,763 | 6,458,289 | — | 1,385 | 14,502,745 | | Kevin M. Sheehan (Former Interim CEO) (Board Chair) | 2025 | 425,000 | — | 4,822,292 | 2,262,000 | — | 264,674 | 7,773,967 | | | 2024 | 134,039 | — | — | — | — | 356,198 | 490,237 | | Darin Harper (CFO) | 2025 | 475,000 | — | 1,732,359 | 1,238,331 | — | — | 3,445,690 | | | 2024 | 305,096 | — | 2,158,424 | 520,290 | 200,000 | — | 3,183,810 | | Antonio Bautista (President, International) | 2025 | 427,000 | — | 1,172,447 | 864,520 | — | 4,485 | 2,468,453 | | | 2024 | 438,496 | — | 142,327 | 56,655 | 128,100 | 12,157 | 777,735 | | | 2023 | 435,212 | — | 160,125 | 160,125 | — | — | 755,462 | | Steve Klohn (Chief Information Officer) | 2025 | 400,000 | — | 1,590,227 | 929,440 | — | 12,923 | 2,932,590 | | Tony Wehner (President, Main Event) | 2025 | 450,000 | — | 1,564,306 | 767,343 | — | 8,750 | 2,790,399 | | | 2024 | 464,940 | — | 179,891 | 63,706 | 180,000 | 9,657 | 898,194 | | | 2023 | 453,077 | — | 202,442 | 67,478 | — | 11,922 | 734,919 |
Risk Assessment Disclosure
| Grants of Plan-Based Awards in Fiscal 2025 |
Risk Assessment Disclosure
| Outstanding Equity Awards at Fiscal Year-End 2025 |
Risk Assessment Disclosure
| Fiscal 2025 Option Exercises and Stock Vested |
Risk Assessment Disclosure
| | OPTION AWARDS | | STOCK VESTED | | | NAME | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Tarun Lal | — | $— | — | $— | | Kevin M. Sheehan (3) | — | $— | 99,882 | $2,723,173 | | Darin Harper | — | $— | 10,472 | $242,230 | | Antonio Bautista | — | $— | 13,271 | $236,839 | | Steve Klohn | — | $— | 9,240 | $203,715 | | Tony Wehner | — | $— | 13,715 | $238,996 |
Risk Assessment Disclosure
| Fiscal 2025 Nonqualified Deferred Compensation |
Risk Assessment Disclosure
| Pay vs. Performance Disclosure |
Pay vs. Performance Financial Measures
Pay vs. Performance Financial Measures A significant portion of our NEOs’ compensation consists of equity awards. We believe the financial performance measures shown below, all of which are performance objectives used in our executive compensation program, were the most important in linking compensation actually paid to our NEOs over the periods presented. •TSR/Company Share Price •Adjusted EBITDA (see discussion of how Adjusted EBITDA is calculated at Appendix A) •Enterprise ROIC •Total Revenue •Same Store Sales
Pay vs. Performance Financial Measures
| Dave & Buster’s Entertainment, Inc. | 46 |
Compensation Actually Paid Versus Company TSR and Peer Group TSR
Compensation Actually Paid Versus Company TSR and Peer Group TSR The following graph reflects the relationship between PEO (aggregated) and average non-PEO NEO compensation actually paid versus the Company's cumulative TSR and the Company's Peer Group TSR, assuming an initial investment of $100 at the beginning of fiscal year 2020, for fiscal years 2025, 2024, 2023, 2022 and 2021:
Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA
Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA The following graph reflects the relationship between PEO (aggregated) and average non-PEO NEO compensation actually paid versus the Company's net income (loss) and Adjusted EBITDA for fiscal years 2025, 2024, 2023, 2022 and 2021:
Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA
| Dave & Buster’s Entertainment, Inc. | 47 |
Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA
| Employment Agreements and Other Arrangements |
Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA
We have entered into employment agreements with Messrs. Lal, Harper, Bautista, Klohn and Wehner to reflect the then current compensation arrangements for Messrs. Lal, Harper, Bautista, Klohn and Wehner and to include additional restrictive covenants, including a one-year non-competition provision and a two-year non-solicitation and non-hire provision. The employment agreement for each of Messrs. Lal, Harper, Bautista, Klohn and Wehner provides for an initial term of one year, subject to automatic one-year renewals unless terminated earlier by the officer or us. Under the terms of the employment agreements, each of Messrs. Lal, Harper, Bautista, Klohn and Wehner is entitled to a minimum base salary and may receive an annual salary increase commensurate with such officer’s performance during the year, as determined by our Board of Directors. In addition, the employment agreements contain provisions providing for severance payments and continuation of benefits under certain circumstances, including termination by us without Cause (as defined in the employment agreement), upon execution of a general release of claims in favor of us, as discussed in further detail under Potential Payments Upon Termination or Change-in-Control — Payments Pursuant to Employment Agreements below. We entered into a letter agreement with Mr. Sheehan in connection with his appointment as Interim Chief Executive Officer, effective December 10, 2024, as supplemented by the Supplement to Letter Agreement, dated May 2, 2025 (as supplemented, the “Sheehan Agreement”). Pursuant to the Sheehan Agreement, Mr. Sheehan was entitled to receive: (i) a base salary at an annual rate of $850,000, (ii) a prorated annual bonus based on his service as Interim Chief Executive Officer, with a target bonus of 100% of his base salary, (iii) a grant of RSUs with a grant date value of $2,000,000, which vested in full upon the commencement date of Mr. Lal’s employment as Chief Executive Officer; (iv) a grant of PSUs with respect to up to 20,000 shares of common stock having a one-year performance period that were to be earned only upon achieving specified stock price levels and vesting terms established by the Compensation Committee; (v) a grant of PSUs with a grant date value of $2,000,000 having a one-year performance period that were to be earned only upon achieving specified stock price levels and vesting terms established by the Compensation Committee, (vi) a grant of options with a grant date value of $1,872,000, which vested and became immediately exercisable upon shareholder approval of the 2025 Plan and remain exercisable until May 1, 2027 and (vii) reimbursement of business expenses, including certain commuting and housing expenses (not to exceed $15,000 per month in the aggregate absent further approval). The Sheehan Agreement also provided for customary restrictive covenants, including non-compete, non-solicit and non-hire, and confidentiality covenants. Upon the appointment of Mr. Lal as the Company’s Chief Executive Officer, Mr. Sheehan transitioned back to his position as Chairman of the Board effective July 15, 2025. As a result, Mr. Sheehan is now compensated for his services as director pursuant to our non-employee director compensation policy. Our executive officers are also entitled to participate in the Executive Incentive Plan, the 2025 Plan and in any profit sharing, qualified and nonqualified retirement plans and any health, life, accident, disability insurance, sick leave, supplemental medical reimbursement insurance, or benefit plans or programs as we may choose to make available now or in the future.
Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA
| Potential Payments Upon Termination or Change-in-Control |
Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA
The following is a discussion of the rights of the NEOs under the 2014 Omnibus Incentive Plan (“2014 Plan”) (as to outstanding equity grants made to them before October 2024) and/or the 2025 Plan (as to outstanding equity grants made to them after October 2024) and the employment agreements with Messrs. Lal, Harper, Bautista, Klohn and Wehner following a termination of employment or change of control.