Michael Weinstein
About Michael Weinstein
Michael Weinstein is Ark Restaurants’ Chairman of the Board and Chief Executive Officer; he has been CEO and a director since the Company’s inception in January 1983, was elected Chairman in 2004, and served as President from 1983 to September 2007 . He is 81 years old as of the 2025 proxy and is also an executive officer of each Ark subsidiary; he has external roles including officer/director and shareholder at RSWB Corp., and chairs the board of The Museum at Eldridge Street . Performance under his tenure recently shows TSR falling from 163.79 (FY2022) to 79.61 (FY2024) and net income shifting from $9.3M (FY2022) to losses of $(5.4)M (FY2023) and $(3.7)M (FY2024) . Revenues were broadly flat (FY2022–FY2024) while EBITDA trended lower; see tables below for detail.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ark Restaurants Corp. | Chief Executive Officer; Director | 1983–Present | Founder-CEO with full-time focus; longstanding industry relationships |
| Ark Restaurants Corp. | Chairman of the Board | 2004–Present | Board leadership; combined CEO/Chair structure |
| Ark Restaurants Corp. | President | 1983–2007 | Led operations and growth in early decades |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RSWB Corp. | Officer, Director, 29.67% shareholder | Since at least 1998 and current in 2024/2025 proxy | Operates a restaurant in NYC; not an Ark affiliate |
| BSWR Corp. | Director, 28% owner | Since 1998 (disclosed in 2022/2023 proxy) | Operates a restaurant in NYC; historical disclosure (not in 2024/2025) |
| The Museum at Eldridge Street | Chairman of the Board | Current | Philanthropic leadership and community ties |
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | 818,998 | 1,054,156 | 1,054,156 | 1,054,156 |
| Bonus ($) | 50,000 | 125,000 | 150,000 | 95,000 |
Notes:
- As an employee director, Weinstein does not receive separate director fees .
Performance Compensation
| Award Type | Grant Date | Number of Options/Shares | Grant Date Fair Value ($) | Strike Price ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| Stock Options | 01/18/2024 | 25,000 | 109,750 | 14.80 | 25% annually beginning 01/18/2025 | 01/18/2034 |
| Stock Options (historical) | 06/09/2014 | 21,375 (exercisable as of FY2023) | — | 22.50 | N/A (fully exercisable by FY2023) | 06/09/2024 |
Pay-versus-Performance reference data:
- Compensation Actually Paid (CAP) for PEO and company TSR are disclosed in Item 402(v) sections (see “Pay versus Performance” below) .
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jan 18, 2022 | 964,103 | 26.98% | Includes 50% interest in LLC account held by adult children; foundation shares; options currently exercisable |
| Jan 17, 2023 | 964,103 | 26.62% | Same footnotes as prior year (options counted if exercisable within 60 days) |
| Jan 16, 2024 | 967,913 | 26.70% | Options counted if exercisable within 60 days |
| Jan 15, 2025 | 946,538 | 26.26% | Options counted if exercisable within 60 days |
Additional alignment and restrictions:
- Short-selling, hedging, and pledging of Ark stock are prohibited for directors and officers (strong alignment safeguard) .
- Outstanding options at FY2024 year-end: Weinstein had 25,000 unexercisable options from 01/18/24 (vesting 25% per year from 01/18/25) . His prior 2014 grant (21,375 options at $22.50) expired on 06/09/24 .
- Section 16 compliance: Company believes all officers/directors complied with SEC filing requirements in FY2024 .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement for Michael Weinstein | Not specifically disclosed in recent proxies; he serves as CEO and executive officer across subsidiaries . |
| Severance provisions (MW) | Not disclosed; CFO’s severance letter terms are disclosed separately (not applicable to MW) . |
| Change-of-control (equity) | Under the stock option plan: options may be assumed/substituted; if not, vesting accelerates; and for optionees terminated within 90 days post-COC (other than voluntary/for cause), vesting accelerates; unassumed/unexercised options terminate at COC . |
| Clawback/repayment | Plan allows potential repayment of the economic benefit of previously exercised options if the optionee violates certain agreements (e.g., non-compete) . |
| Non-compete/non-solicit | Clawback language references non-compete violations; no separate MW non-compete disclosed . |
Board Governance
- Board service: Weinstein has been a director since 1983 and Chairman since 2004; he spends substantially all business time on Company matters .
- Committee structure (independent membership):
- Compensation Committee: Stephen Novick (Chair), Steven Shulman, Marcia Allen .
- Audit Committee: Bruce R. Lewin (Chair), Jessica Kates, Marcia Allen; Allen designated as Audit Committee financial expert .
- Nominating & Corporate Governance: Novick (Chair), Lewin, Allen (2023 disclosure) .
- Board meetings and independence practices: Board held five meetings; all directors attended at least 75% of meetings; independent directors met twice in executive session without management .
- Dual-role implications: Combined CEO/Chair role may concentrate authority; committees are fully independent and meet in executive session, partially mitigating governance concerns .
Director Compensation
- Annual structure (FY2023–FY2024): Non-employee directors received $32,500 retainer; Audit Committee Chair retainer $10,000; $1,500 per committee meeting; $1,500 per board meeting plus additional $1,500 if meeting exceeded four hours; employee directors do not receive director fees .
- FY2024 director compensation (table excerpt): Non-employee directors also received option awards tied to 01/18/24 grants; see summary below .
| Non-Employee Director | Cash Fees ($) FY2024 | Option Awards ($) FY2024 | Total ($) FY2024 |
|---|---|---|---|
| Marcia Allen | 52,000 | 20,849 | 72,849 |
| Jessica Kates | 46,000 | 20,849 | 66,849 |
| Bruce R. Lewin | 61,000 | 20,849 | 81,849 |
| Stephen Novick | 46,000 | 20,849 | 66,849 |
| Steven Shulman | 46,000 | 20,849 | 66,849 |
Option positions (committee members): Directors hold mixes of exercisable/unexercisable options (e.g., $21.90, $10.65, and $14.80 strikes) per proxy footnotes .
Compensation Structure Analysis
- Mix shift: Weinstein’s compensation remained heavily cash-based; base salary was flat at $1.054M in FY2023 and FY2024 while bonus declined from $150k to $95k; equity awards resumed in FY2024 ($109,750 option award) after no option awards in FY2023, modestly increasing long-term incentive mix .
- Timing and controls: Equity grant timing policy states the Company does not time grants around material disclosures and avoided grants during “blackout” windows in FY2024 .
- Performance linkage: No explicit quantitative bonus metrics (e.g., revenue growth, EBITDA, TSR) disclosed for PEO; pay-versus-performance shows declining TSR and net income alongside relatively stable PEO CAP (~$1.2M) .
Pay versus Performance
| Year | PEO Summary Compensation Table Total ($) | PEO Compensation Actually Paid (CAP) ($) | Avg SCT Total – Non-PEO NEOs ($) | Avg CAP – Non-PEO NEOs ($) | TSR ($ value of $100) | Net Income (Loss) ($mm) |
|---|---|---|---|---|---|---|
| FY2022 | 1,179,156 | 1,179,156 | 582,538 | 609,615 | 163.79 | 10.2 |
| FY2023 | 1,204,156 | 1,204,156 | 601,997 | 601,430 | 139.08 | (5.4) |
| FY2024 | 1,258,906 | 1,218,651 | 461,173 | 392,604 | 79.61 | (3.7) |
Company Financial Performance Reference
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 180,010,000* | 180,820,000 | 179,110,000 |
| EBITDA ($) | 14,161,000* | 9,470,000* | 7,172,000* |
| Net Income ($) | 9,281,000 | (5,928,000) | (3,896,000) |
Values marked with * retrieved from S&P Global.
Employment Contracts, Severance, and Change-of-Control Economics
- CFO Severance (for context): 18 months total compensation, benefits continuation for 18 months, and vesting of all unvested equity awards under certain terminations per letter agreement (not applicable to PEO) .
- Equity under Change-of-Control: Options may be assumed/substituted; if not, vesting accelerates 10 days prior to COC; if an optionee is terminated within 90 days post-COC (other than voluntary/for cause), vesting accelerates; unassumed/unexercised options terminate at COC .
- Clawback-like feature: Potential repayment of economic benefit from previously exercised options upon violation of non-compete/separation agreements .
- Tax gross-ups: Not disclosed.
Related Party Transactions and Other Governance Considerations
- Related party transactions: None since FY2023 above $120k, except a consulting agreement with former COO Vincent Pascal ($500,000 per year for three years) .
- Family relationships: Samuel Weinstein (Vice President/Co-Chief Operating Officer) is Michael Weinstein’s son .
- Hedging/pledging: Prohibited for directors and officers .
- Section 16 compliance: Company believes all officers/directors complied in FY2024 .
Vesting Schedules and Insider Selling Pressure
- 01/18/2024 PEO option grant vests 25% annually beginning 01/18/2025 (i.e., 6,250 options per year from 2025–2028), creating potential exercise windows that could add trading supply if options become in-the-money .
Equity Ownership Guidelines
- Formal ownership guidelines for executives/directors are not disclosed; alignment is supported by significant founder ownership (~26% of shares outstanding) and anti-hedging/pledging policies .
Compensation Committee Analysis
- Composition: Independent directors (Novick, Shulman, Allen); authority to set CEO/executive pay, approve plans, and retain advisors; one meeting in FY2024 .
- Use of independent consultants: Committee has authority to retain; actual consultant usage not disclosed .
- Committee composition changes: Historical changes disclosed across proxies (e.g., Nominating & Corporate Governance membership in 2022/2023) .
Board Service History and Dual-Role Implications
- Weinstein’s combined CEO/Chair role centralizes leadership; independence is maintained through committee structure, executive sessions, and board attendance discipline .
- Independence status: Committees comprise only independent directors per NASDAQ standards; Audit Committee financial expert designated .
Investment Implications
- Alignment: Founder-level ownership (~26%) and anti-hedging/pledging restrictions support long-term alignment .
- Pay versus performance: CAP remained ~$1.2M while TSR and net income weakened in FY2023–FY2024, with limited disclosure on explicit performance metrics guiding bonus outcomes—suggests discretion and lower direct linkage to quantitative targets .
- Governance: Combined CEO/Chair structure and family relationship (son in senior operations role) increase governance scrutiny, partially offset by independent committees and executive sessions .
- Trading signals: New 2024 option grant (25,000 at $14.80) starts vesting from January 2025 (6,250/year), which may create future exercise-related supply if shares trade above strike; prior 2014 options expired mid-2024 .
- Execution risk: Company financials show net losses in FY2023–FY2024 and declining TSR; operational turnaround and capital allocation under longstanding leadership should be monitored against compensation mix and incentives .