Marcia Allen
About Marcia Allen
Marcia Allen (age 74) has served as an independent director of Ark Restaurants since 2003. She is CEO of Allen & Associates Inc., a business strategy advisory firm, and is designated by the Board as an Audit Committee financial expert based on her financial sophistication. Her restaurant-sector credentials include founding Ruby Tuesday, serving as CFO of Taco Bell, and leading the Restaurant/Retail division of W.R. Grace, bringing deep operational and finance expertise to Ark's board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ruby Tuesday | Co-founder | Not disclosed | Strategic restaurant industry startup experience |
| Taco Bell | Chief Financial Officer | Not disclosed | Financial leadership; public-company caliber finance |
| W.R. Grace (Restaurant/Retail division) | CEO | Not disclosed | Division leadership; operations and strategy |
| Allen & Associates Inc. | Chief Executive Officer | Since 2008 | Strategic advisory to corporate and government clients |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| INmune Bio, Inc. (NASDAQ: INMB) | Director | Current (start year not disclosed) | Public company directorship (biotech) |
| Private companies | Director | Current | Several private-company boards (not itemized) |
Board Governance
- Independence: The Board determined Allen is independent under NASDAQ Rule 4200(a)(15) .
- Committee assignments: Member—Audit; Compensation; Nominating & Corporate Governance. Not a committee chair .
- Audit Committee financial expert: Designated as financial expert; Board affirms required financial sophistication .
- Attendance: Board met five times; each member attended at least 75% of Board and committee meetings; independent directors held two executive sessions .
- Committee activity levels (FY 2024): Audit—4 meetings; Compensation—1 meeting; Nominating & Corporate Governance—1 meeting .
- Board leadership: Combined Chair/CEO; no lead independent director (a governance weakness to monitor) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual director cash retainer (policy) | $32,500 | $32,500 |
| Meeting fees (policy) | $1,500 per Board meeting (+$1,500 if >4 hours); $1,500 per committee meeting; Audit Chair retainer $10,000 | Same as FY 2023 |
| Marcia Allen—Fees Earned or Paid in Cash ($) | $47,500 | $52,000 |
Notes:
- The Company reimburses out-of-pocket expenses for Board and committee attendance .
- Allen is not Audit Chair; the $10,000 chair retainer applies to the Audit Chair only .
Performance Compensation
| Equity Award Detail | FY 2023 | FY 2024 |
|---|---|---|
| Option Awards (grant-date fair value, $) | $0 | $20,849 |
| Outstanding Director Options—currently exercisable (#/strike) | 5,000 @ $22.50; 2,000 @ $21.90; 1,000 @ $10.65 | 4,000 @ $21.90; 2,000 @ $10.65 |
| Outstanding Director Options—currently unexercisable (#/strike) | 2,000 @ $21.90; 1,000 @ $10.65 | 7,500 @ $14.80 |
Notes:
- FY 2024 director equity grant reflected in option awards; vesting schedules for director grants are not disclosed (executive option grants at $14.80 vest 25% annually beginning January 18, 2025, but director vesting terms are not stated) .
Other Directorships & Interlocks
| Company | Sector | Role | Interlock Risk |
|---|---|---|---|
| INmune Bio, Inc. (INMB) | Biotech | Director | No disclosed supplier/customer/competitor interlocks with Ark Restaurants |
| Private companies | Various | Director | No related-party transactions disclosed involving Allen |
Expertise & Qualifications
- Financial expertise: CFO-level experience; designated Audit Committee financial expert .
- Restaurant operations and strategy: Ruby Tuesday founding; leadership at Taco Bell and W.R. Grace’s Restaurant/Retail division .
- Advisory/transaction experience: CEO of Allen & Associates with complex corporate and government planning/problem-solving focus .
Equity Ownership
| Metric | As of Jan 16, 2024 | As of Jan 15, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 8,000 (includes options exercisable within 60 days) | 6,000 (includes options exercisable within 60 days) |
| Percent of class | Less than 1% | Less than 1% |
| Shares outstanding (reference) | 3,604,157 | 3,604,157 |
| Hedging/pledging | Prohibited by policy for directors and executives |
Alignment commentary:
- Ownership consists primarily of stock options rather than common shares; the Company prohibits hedging/pledging, supporting alignment and risk control .
Insider Trades (Recent Disclosures)
| Company | Form | Date Filed | Transaction | Shares |
|---|---|---|---|---|
| Ark Restaurants (ARKR) | Form 4 | Dec 20, 2010 | Option grant | 1,250 |
| Ark Restaurants (ARKR) | Form 4 | May 7, 2010 | Option grant | 1,750 |
| Ark Restaurants (ARKR) | Form 4 | Dec 22, 2009 | Option grant | 3,750 |
| INmune Bio (INMB) | Form 4 | May 16, 2024 | Equity grant | 12,500 |
| INmune Bio (INMB) | Form 4 | Feb 21, 2023 | Equity grant | 35,000 |
Compliance:
- The Company reports all officers and directors complied with Section 16(a) filing requirements in FY 2024 and FY 2023 .
Governance Assessment
- Committee effectiveness: Allen serves on all three key committees (Audit, Compensation, Nominating & Governance), with Audit Committee financial expert status—a strong governance positive for financial oversight .
- Independence & attendance: Independent under NASDAQ standards; attendance at least 75% on Board/committees in FY 2024; independent directors met in executive session twice—indicates engagement .
- Compensation structure signals (director): Year-over-year, cash fees rose for Allen ($47,500 → $52,000) and equity was introduced in FY 2024 (option award $20,849), modestly increasing at-risk pay and potential alignment, though equity exposure remains via options rather than common shares .
- Ownership alignment: Beneficial ownership is de minimis (<1%); option holdings are significant relative to cash fees; hedging/pledging bans mitigate misalignment risk .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Allen; Board notes a family relationship between CEO Michael Weinstein and Co-COO Samuel Weinstein (contextual governance consideration but not specific to Allen) .
- Shareholder sentiment: 2024 say-on-pay passed (For: 1,916,363; Against: 288,768; Abstain: 18,425; Broker non-votes: 924,613), and Allen received 1,914,447 “For” votes in director election (2024) and 2,166,029 “For” votes (2025), indicating continuing shareholder support .
Voting Outcomes (Signal Tracking)
| Item | 2024 | 2025 |
|---|---|---|
| Director election—Marcia Allen (For/Withheld/Broker non-votes) | 1,914,447 / 309,109 / 924,613 | 2,166,029 / 205,880 / 627,690 |
| Auditor ratification (For/Against/Abstain) | 3,142,366 / 5,023 / 780 | 2,963,742 / 33,936 / 1,921 |
| Say-on-Pay (For/Against/Abstain/Broker non-votes) | 1,916,363 / 288,768 / 18,425 / 924,613 | Not on ballot |
RED FLAGS and Watch Items
- Combined Chair/CEO and no lead independent director—structural governance risk to monitor .
- Minimal direct common stock ownership by Allen (<1% beneficial), with alignment primarily via options; consider Board-level ownership guidelines if stakeholders seek stronger “skin-in-the-game” signals (no guidelines disclosed) .
- Family relationship in management (CEO’s son is Co-COO) increases perceived related-party risk generally (not tied to Allen), warranting continued independent committee oversight .
Compensation Committee Analysis (Context)
- Composition: Novick (Chair), Shulman, Allen—independent members under NASDAQ standards .
- Authorities: Can retain/terminate compensation consultants and advisors; can delegate certain authorities; CEO may approve non-executive employee options within limits .
- Activity: One meeting in FY 2024 (prior year: one meeting in FY 2023), suggesting limited cadence—monitor throughput against company needs .