Bruce R. Lewin
About Bruce R. Lewin
Independent director since 2000 (age 77), with deep restaurant and hospitality experience. Former President and director of Continental Hosts (2001–2018); founder and board member of Fuze Beverage; former director of the Bank of Great Neck and NYS Restaurant Association NYC chapter; owner of Bruce R. Lewin Fine Art since 1985. Recognized by the Board for strategic planning and corporate finance insights.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Hosts, Ltd | President & Director | Aug 2001–2018 | Led operations until sale; hospitality operating expertise |
| Fuze Beverage, LLC | Founder & Board Member | Not disclosed | Consumer/brand insight; growth-stage perspective |
| Bank of Great Neck (NY) | Director | Not disclosed | Governance in regulated financial institution |
| NYS Restaurant Association – NYC Chapter | Director | Not disclosed | Industry advocacy; network across restaurant sector |
| Bruce R. Lewin Fine Art | Owner | 1985–present | Entrepreneurial and financial stewardship |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Fuze Beverage, LLC | Founder & Board Member | Prior | Beverage/CPG growth experience |
| Bank of Great Neck | Director | Prior | Banking oversight experience |
| NYS Restaurant Association – NYC Chapter | Director | Prior | Industry association leadership |
| Bruce R. Lewin Fine Art | Owner | Current | Private enterprise ownership |
Board Governance
- Independence: Determined independent under NASDAQ rules; all standing committees comprise independent directors.
- Committee assignments: Audit Committee Chair; member, Nominating & Corporate Governance Committee. The Audit Committee met four times; Nominating & Corporate Governance met once in FY2024.
- Attendance & engagement: Board held five meetings; each member attended ≥75% of Board/committee meetings; independent directors held two executive sessions; seven directors attended the 2024 Annual Meeting.
- Board leadership: Combined Chair/CEO roles; no lead independent director.
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $61,000 | Includes base director fees, Audit Chair retainer, Board/committee meeting fees |
| Annual Non-Employee Director Fee | $32,500 | Per non-officer director |
| Audit Committee Chair Retainer | $10,000 | Annual retainer for Audit Chair |
| Meeting Fees – Board | $1,500 per meeting | +$1,500 if meeting exceeds four hours |
| Meeting Fees – Audit/Comp/Nominating | $1,500 per meeting | Committee meeting fees |
| Total Director Cash (Bruce Lewin, FY2024) | $61,000 | Actual earned cash compensation |
Performance Compensation
| Equity Award Detail (FY2024) | Amount | Notes |
|---|---|---|
| Option Awards (grant-date fair value) | $20,849 | FY2024 director option awards value |
| Director Option Holdings (as of 9/28/2024) | Status | Strike Price | Quantity |
|---|---|---|---|
| Stock options | Exercisable | $21.90 | 4,000 |
| Stock options | Exercisable | $10.65 | 2,000 |
| Stock options | Unexercisable | $14.80 | 7,500 |
Vesting schedules for director grants were not disclosed in the proxy; the company disclosed 1/18/2024 grants to certain executives vest 25% annually beginning 1/18/2025, but no director vesting detail was provided.
Other Directorships & Interlocks
- No current public company directorships disclosed; prior roles include Bank of Great Neck (NY) and industry association leadership.
Expertise & Qualifications
- Restaurant and hospitality operating leadership; strategic planning and corporate finance insight valued by the Board.
- Governance experience across private companies and a regulated bank environment.
Equity Ownership
| Holder | Beneficial Ownership | Percent of Class | Composition Details |
|---|---|---|---|
| Bruce R. Lewin | 298,681 shares | 8.27% | Includes 1,500 shares in IRA; includes 6,000 shares via options exercisable within 60 days |
| Options breakdown (exercisable) | 6,000 shares | — | 4,000 @ $21.90; 2,000 @ $10.65 |
| Options breakdown (unexercisable) | 7,500 shares | — | 7,500 @ $14.80 |
- Hedging/pledging: Company prohibits hedging and pledging of company stock by directors and executives.
Governance Assessment
-
Strengths:
- Independent director with significant ownership (8.27%), aligning incentives with shareholders.
- Audit Committee Chair with an independent-only committee structure; Audit Committee met four times in FY2024; no delinquent Section 16 filings; directors attended ≥75% of meetings; independent executive sessions held.
- Clear prohibition on hedging/pledging; structured director pay with modest cash retainer and options, supporting long-term alignment.
- No related party transactions involving directors >$120,000 since FY2023 (other than disclosed Pascal consulting agreement unrelated to Lewin).
-
Risks/Red Flags:
- Combined Chair/CEO with no lead independent director—may dilute independent oversight; elevates importance of strong committee leadership (Lewin’s Audit Chair role partially mitigates).
- Family relationship: CEO’s son serves as Co-COO, an optics risk for governance continuity and independence (no specific adverse findings disclosed).
- Audit Committee financial expert designation resides with another director (Marcia Allen), not the Chair—ensure continued depth and succession planning within Audit Committee.
-
Signals to monitor:
- Year-over-year changes in director equity grant sizing and mix; current FY2024 grant value $20,849 for Lewin indicates ongoing equity-based alignment.
- Continued Audit Committee activity level and external auditor independence.
- Board attendance and executive session frequency remained robust in FY2024.