Jessica Kates
About Jessica Kates
Independent director since 2022; age 46. Background spans >20 years of hands-on restaurant investing and advising, including fractional CFO roles in FoodTech/AgTech/ClimateTech, co-founder of Rellevant Partners LLC (growth equity focused on restaurant and food sectors), and prior Partner at Trispan’s restaurant-focused PE fund with board roles at Yardbird, Rosa Mexicano, and Stacked .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rellevant Partners LLC | Co-Founder & Managing Partner | Since 2019 | Growth equity focus on restaurant, tech, F&B |
| Trispan (restaurant-focused PE fund) | Partner; Board member of Yardbird, Rosa Mexicano, Stacked | Prior to 2019 | Deal execution; board oversight in restaurant concepts |
| Fractional CFO roles (Allonnia LLC; Liberation Labs Holdings Inc.) | Interim/ fractional CFO | Current in 2024 | Finance leadership for emerging tech companies |
| Various FoodTech/AgTech/ClimateTech companies | Fractional CFO | “Past few years” | Strategic finance assignments |
External Roles
| Organization | Role | Type |
|---|---|---|
| The Good Dog Foundation | Board of Directors | Non-profit |
| RASA | Board of Directors | Private company (restaurant) |
| Other public company boards | None disclosed | — |
Board Governance
- Independence: Board determined Jessica Kates is independent under NASDAQ rules .
- Committees: Member, Audit Committee (Chair: Bruce Lewin; members: Marcia Allen, Jessica Kates) . Not listed on Compensation or Nominating & Corporate Governance Committees .
- Attendance: Board met 5 times in the last fiscal year; each director attended at least 75% of Board and committee meetings; independent directors held two executive sessions without management .
- Audit Committee activity: Audit Committee met 4 times in fiscal 2024 (and 4 times in fiscal 2023); Kates is a signatory to the Audit Committee’s report .
- Shareholder voting signal (2025 Annual Meeting): Votes “For” Kates 2,052,300; “Withheld” 319,609; broker non-votes 627,690, a higher withhold than several peers, indicating pockets of investor scrutiny .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual director cash fees ($) | $32,500 base; $1,500 per Board meeting; $1,500 per committee meeting; extra $1,500 if Board meeting >4 hours | $32,500 base; $1,500 per Board meeting; $1,500 per committee meeting; extra $1,500 if Board meeting >4 hours; Audit Chair additional $10,000 (not Kates) |
| Jessica Kates – Fees Earned ($) | $46,000 | $46,000 |
| Committee chair retainers ($) | None for Kates | None for Kates |
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Option Awards ($) | $0 | $20,849 |
| Director Option Holdings – Exercisable (#) | 1,250 @ $17.80 | 2,500 @ $17.80 |
| Director Option Holdings – Unexercisable (#) | 3,750 @ $17.80 | 2,500 @ $17.80; additional unexercisable options @ $14.80 (count not disclosed) |
| Vesting schedule details | 17.80-strike director options vest over time (counts disclosed above); no performance metrics tied to director awards disclosed | 17.80-strike and 14.80-strike director options vest over time (counts disclosed above where available); no performance metrics tied to director awards disclosed |
No director performance metrics (e.g., revenue growth, EBITDA, TSR, ESG) are disclosed for director compensation; awards are standard director equity with time-based vesting .
Other Directorships & Interlocks
| Company/Organization | Sector | Nature of Interlock/Conflict |
|---|---|---|
| Yardbird, Rosa Mexicano, Stacked (via prior Trispan role) | Restaurants | Prior board roles; no related-party transactions with ARKR disclosed |
| RASA | Restaurants | Current board role; no related-party transactions with ARKR disclosed |
| The Good Dog Foundation | Non-profit | Current board role; no related-party transactions with ARKR disclosed |
Expertise & Qualifications
- Restaurant industry and investing expertise: 20+ years of hands-on experience across restaurant concepts and related sectors .
- Finance leadership: Interim/fractional CFO roles at Allonnia and Liberation Labs, bringing capital markets and operational finance skills .
- Governance: Active Audit Committee member; co-signatory on Audit Committee report .
Equity Ownership
| Metric | As of Jan 16, 2024 | As of Jan 15, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 1,250 (includes 1,250 shares issuable from options exercisable within 60 days) | 2,500 (includes 2,500 shares issuable from options exercisable within 60 days) |
| Percent of class | Less than 1% | Less than 1% |
| Hedging/pledging | Prohibited under insider trading policy; directors may not hedge or pledge ARKR stock |
Governance Assessment
-
Strengths
- Independent director with deep restaurant investment and finance background; serves on Audit Committee with consistent meeting cadence (4 in FY2024) and co-signs committee report, supporting financial oversight .
- Board-wide attendance at least 75% across Board and committees; independent directors hold executive sessions, indicating engagement .
- No related-party transactions disclosed involving Kates; Section 16 filings compliant for FY2024 .
- Prohibitions on hedging/pledging reduce misalignment risk .
-
Signals to monitor
- Shareholder support in 2025 showed elevated withholds for Kates versus some peers (319,609 withheld), suggesting targeted investor scrutiny of certain directors; continued engagement advisable .
- ARKR’s combined CEO/Chairman role and absence of a lead independent director concentrate authority, a broader governance concern that can pressure Audit Committee effectiveness and independent board oversight .
- Family relationship within management (Co-COO is CEO’s son) raises general governance risk; increases importance of independent director vigilance, though no issues tied to Kates specifically are disclosed .
-
RED FLAGS
- Combined CEO/Chair; no lead independent director .
- Family relationship in senior management (CEO’s son as Co-COO) .
- Higher-than-peer withhold votes for Kates in 2025 board election .
No stock ownership guidelines for directors are disclosed; no director-specific performance metrics tied to equity awards are disclosed .
Appendix: 2025 Voting Snapshot (Investor Confidence Indicator)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Jessica Kates | 2,052,300 | 319,609 | 627,690 |
Director Compensation Tables
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Jessica Kates – Fees Earned ($) | $46,000 | $46,000 |
| Jessica Kates – Option Awards ($) | $0 | $20,849 |
| Jessica Kates – Total ($) | $46,000 | $66,849 |
Standard cash-fee structure: $32,500 annual cash retainer; $1,500 per Board meeting; $1,500 per committee meeting; extra $1,500 if Board meeting exceeds four hours; Audit Chair retainer $10,000 (not applicable to Kates) .