Anthony J. Sirica
About Anthony J. Sirica
Anthony J. Sirica, 61, is President, Chief Financial Officer, and a Director of Ark Restaurants (ARKR). He joined Ark as CFO and was appointed to the Board in September 2018 after leading Forum Consulting, LLC since 2006 and serving previously as an Audit Partner and risk consulting leader at BDO Seidman; he is a certified public accountant (CPA) . Under his tenure (FY2023–FY2024), Ark’s revenues were roughly flat ($184.8M → $183.5M), operating results remained negative but modestly improved, and net loss narrowed ($5.4M → $3.7M), while TSR fell in FY2024 reflecting broader headwinds and Bryant Park lease uncertainty . Board leadership concentrates authority with a combined CEO/Chair (not Sirica) and no Lead Independent Director, and all three standing committees are fully independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Forum Consulting, LLC | Managing Member | Feb 2006–Sep 2018 | Provided accounting/financial consulting and corporate governance support to SEC registrants, including Ark prior to joining . |
| BDO Seidman, LLP | Audit Partner; National Business Line Leader, Risk Consulting | Not disclosed (prior to 2006) | Led risk consulting nationally; served as audit partner, bringing broad financial controls and risk expertise . |
External Roles
- No external public company directorships disclosed for Mr. Sirica in the 2025 Proxy Statement .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 486,675 | 532,951 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | 115,000 | 95,000 |
| Total Compensation ($) | 601,675 | 737,701 (incl. $109,750 option grant-date fair value) |
Notes:
- Employee directors receive no separate director cash fees; only non-employee directors get retainers/meeting fees .
Performance Compensation
Stock Options (grants outstanding at FY2024 year-end)
| Grant Date | Options (#) | Status at 9/28/24 | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| 09/04/2018 | 20,000 | Exercisable | 22.30 | 09/04/2028 | Time-based; fully vested/exercisable as shown . |
| 02/03/2020 | 15,000 | Exercisable | 21.90 | 02/03/2030 | Time-based; fully vested/exercisable as shown . |
| 11/19/2020 | 7,500 | 3,750 exercisable / 3,750 unexercisable | 10.65 | 11/19/2030 | 50% vested 11/19/2022; remaining 50% vested 11/19/2024 . |
| 01/18/2024 | 25,000 | Unexercisable | 14.80 | 01/18/2034 | 25% annually starting 01/18/2025 (6,250 shares per year, 2025–2028) . |
Upcoming Vesting Milestones (insider supply watch)
| Date | Shares Vesting | Instrument |
|---|---|---|
| 11/19/2024 | 3,750 | 11/19/2020 grant (remaining 50%) . |
| 01/18/2025 | 6,250 | 01/18/2024 grant (year 1 of 4) . |
| 01/18/2026 | 6,250 | 01/18/2024 grant (year 2 of 4) . |
| 01/18/2027 | 6,250 | 01/18/2024 grant (year 3 of 4) . |
| 01/18/2028 | 6,250 | 01/18/2024 grant (year 4 of 4) . |
Additional signals:
- No Rule 10b5-1 plans adopted or terminated by directors or executive officers during FY2024, reducing near-term programmatic selling signals .
Equity Ownership & Alignment
| Item (as of January 15, 2025 record date) | Amount |
|---|---|
| Beneficial Ownership (shares) | 38,750 (includes options exercisable within 60 days) . |
| Ownership (% of outstanding) | 1.06% . |
| Options – Exercisable (FY2024 YE) | 38,750 (20,000 2018; 15,000 2020; 3,750 of 2020 tranche) . |
| Options – Unexercisable (FY2024 YE) | 28,750 (3,750 of 2020 tranche; 25,000 2024 grant) . |
| Hedging/Pledging | Prohibited for directors and executive officers (no hedging, no pledging permitted) . |
| Ownership guidelines | Not disclosed . |
Interpretation:
- Alignment is primarily option-based; prohibitions on hedging/pledging mitigate misalignment risk, but low direct share ownership may reduce cash-on-the-line exposure relative to options .
Employment Terms
| Term | Detail |
|---|---|
| Employment start at Ark | CFO since September 2018; Director since that date; currently President & CFO . |
| Severance Letter (9/4/2018) | Upon termination “in certain circumstances”: (i) accrued but unpaid benefits; (ii) lump sum equal to 18 months of total compensation; (iii) 18 months continuation of benefits; (iv) vesting of all unvested outstanding equity awards . |
| Non-compete / non-solicit | Not disclosed in proxy . |
| Change-in-control trigger | Not specifically disclosed; severance terms as above . |
| Clawback | Not disclosed in proxy; Code of Ethics and insider trading policy referenced separately . |
Retention view:
- The four-year vesting of the Jan 2024 option grant (through 2028) creates multi-year retention hooks; severance with accelerated vesting is protective for the executive and may reduce retention risk in adverse scenarios .
Board Governance
- Board Service: Director since 2018; also an executive (President & CFO), thus not independent .
- Committees: Compensation (Novick Chair; Shulman; Allen), Audit (Lewin Chair; Kates; Allen), Nominating/Governance (Novick Chair; Lewin; Allen) – all independent members; Sirica is not on these committees .
- Board Structure: CEO also serves as Chairman (Michael Weinstein), no Lead Independent Director; the Board believes combined roles suit Ark’s circumstances .
- Attendance: Board held five meetings; each member attended at least 75% of Board/committee meetings; independent directors met twice in executive session .
- Director Fees: Only non-officer directors receive cash and option compensation for Board service; employee directors (e.g., Sirica) receive none .
Dual-role implications:
- As a sitting executive and director, Sirica is not independent; however, compensation, audit, and nominating committees are fully independent, which helps mitigate independence concerns. Concentration of power at the Chair/CEO level and lack of a Lead Independent Director are governance risk flags that can affect oversight perception .
Company Performance Context (for pay-performance alignment)
Revenues and operating results:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenues ($000) | 184,793 | 183,545 |
| Operating Loss ($000) | (4,840) | (4,294) |
Pay vs performance indicators:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – $100 initial value | 163.79 | 139.08 | 79.61 |
| Net Income (Loss) ($M) | 10.2 | (5.4) | (3.7) |
Observations:
- FY2024 total compensation for Sirica rose driven by a new option grant; cash bonus decreased YoY despite flat-to-down results, while TSR and net income declined versus 2022 and remained pressured in 2024, reflecting macro and lease uncertainties (e.g., Bryant Park) .
Related Party and Risk Indicators
- Related Parties: Outside of a $500,000 per year, three-year consulting agreement with former COO/director Vincent Pascal effective May 1, 2024, no transactions over $120,000 involving directors/executives/family members since FY2023 were disclosed .
- Family Relationship: Co-COO Samuel Weinstein is the son of Chairman/CEO Michael Weinstein; no other family relationships among directors/executives were disclosed .
- Hedging/Pledging: Prohibited for directors and executive officers (risk-mitigating policy) .
- Trading Plans: No Rule 10b5-1 plans adopted/terminated by directors or executive officers during FY2024 .
- Impairments/Key Asset Risk: Goodwill impairment of $4.0M in FY2024 and lease uncertainty for Bryant Park (17.35% of FY2024 revenue) are business risks that can influence compensation outcomes and equity value .
Compensation Committee Analysis
- Composition: Independent directors (Novick—Chair; Shulman; Allen); the committee held one meeting in FY2024 .
- Mandate: Oversees CEO/NEO pay, equity plans, and may retain advisors; all members meet NASDAQ independence standards .
Investment Implications
- Pay-performance alignment: 2024 bonus down and equity grants vest over four years, but aggregate compensation increased on option grant despite modest revenue decline and negative TSR—watch for committee disclosure on performance criteria in future proxies; lack of disclosed target metrics limits transparency .
- Insider supply/pressure: Annual vesting of 25,000 options (6,250 per year 2025–2028) plus 2020 tranche vest in Nov 2024 can introduce periodic sellable inventory; absence of 10b5-1 plans in 2024 reduces visibility into future trading cadence .
- Alignment and governance: Strong no-hedge/no-pledge policy is positive, but low direct share ownership and concentration of board leadership (CEO=Chair, no LID) are governance risk flags; independent committees mitigate some concerns .
- Retention: Multi-year vesting plus severance (18 months total comp and equity acceleration) lowers key-person risk for finance leadership; however, business risks (Bryant Park leases, impairments) remain material drivers of equity value during his tenure .