Stephen Novick
About Stephen Novick
Stephen Novick, 84, is an independent director of Ark Restaurants Corp. (ARKR), serving since 2005. He is Senior Advisor to Chasbro, formerly Chief Creative Officer of Grey Global Group (1990–2004), continues as a consultant to Grey Global Group, and previously served on the board of Toll Brothers, Inc., bringing 40+ years of marketing and advertising expertise valued by the Board .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Grey Global Group | Chief Creative Officer | 1990–2004 | Continues consulting with Grey Global Group |
| Toll Brothers, Inc. | Director | Not disclosed | Former public company directorship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chasbro (private family foundation) | Senior Advisor | Current | Advisory role; governance relevance via philanthropic oversight experience |
| Grey Global Group | Consultant | Current | Ongoing marketing advisory experience |
Board Governance
- Independence: The Board determined Novick is independent under NASDAQ Rule 4200(a)(15) .
- Committee leadership: Chair, Compensation Committee; members: Novick (Chair), Shulman, Allen; held 1 meeting in fiscal 2024 . Chair, Nominating & Corporate Governance Committee; members: Novick (Chair), Lewin, Allen; held 1 meeting in fiscal 2024 .
- Audit Committee: Novick is not a member; Audit is chaired by Lewin with members Kates and Allen; held 4 meetings in fiscal 2024 .
- Attendance/engagement: Board met 5 times in fiscal 2024; each director attended at least 75% of Board and relevant committee meetings; independent directors met twice in executive session .
- Board structure: Combined Chairman/CEO roles (Michael Weinstein); no Lead Independent Director—an oversight risk mitigated by independent-only committee membership .
Fixed Compensation
- Cash retainer and fees (structure): Annual director fee of $32,500 (non-officer directors), Audit Chair retainer $10,000, $1,500 per committee meeting (Audit/Comp/Nominating), $1,500 per Board meeting plus $1,500 if Board meeting exceeds 4 hours; reimbursement of out-of-pocket expenses .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) – Stephen Novick | $41,500 | $46,000 |
Performance Compensation
- Director equity awards are stock options (time-based vesting); no RSUs/PSUs or performance-linked metrics disclosed for directors .
- 2024 grant value: Option Awards fair value $20,849 for Novick .
| Equity Metric | FY 2023 | FY 2024 |
|---|---|---|
| Option Awards ($) – Stephen Novick | $0 | $20,849 |
| Performance metrics tied to director pay | Not disclosed | Not disclosed |
Director Options Position Snapshot (as of FY 2024)
| Exercisability | Quantity | Exercise Price | Notes |
|---|---|---|---|
| Exercisable | 4,000 | $21.90 | Current exercisable options |
| Exercisable | 2,000 | $10.65 | Current exercisable options |
| Unexercisable | 7,500 | $14.80 | Time-based vesting; grant referenced in footnote |
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Conflict |
|---|---|---|---|
| Toll Brothers, Inc. | Director | Former | None disclosed with ARKR suppliers/customers |
Expertise & Qualifications
- Marketing and advertising leader with 40+ years’ experience; strategic communications expertise relevant to branding and customer engagement in hospitality .
- Governance experience through prior public company board service (Toll Brothers) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Components/Notes |
|---|---|---|---|
| Stephen Novick | 6,000 | Less than 1% | Includes 6,000 shares issuable upon options exercisable within 60 days; no direct common shares disclosed in table |
- Hedging/Pledging: Company prohibits hedging and pledging by directors/executives .
- Section 16 compliance: Company believes all officers/directors complied with Section 16 filing requirements in fiscal 2024 .
Governance Assessment
-
Strengths:
- Dual committee chair roles (Compensation; Nominating & Governance) indicate high engagement and influence in pay practices and board composition .
- Confirmed independence; committees comprised solely of independent directors, supporting oversight integrity .
- No related-party transactions involving Novick disclosed; reduced conflict risk .
- Executive sessions held (twice), enhancing independent oversight .
-
Concerns/RED FLAGS:
- Board lacks a Lead Independent Director while Chairman/CEO roles are combined, potentially diluting independent board leadership .
- Limited “skin in the game”: beneficial ownership consists of options exercisable within 60 days; no direct share ownership disclosed for Novick, which may weaken alignment with long-term shareholders .
- Director equity is entirely options-based (no RSUs/PSUs); absence of performance-linked equity for directors may reduce accountability to multi-year outcomes .
- Committee meeting cadence (1 Compensation; 1 Nominating in FY 2024) is light relative to evolving governance best practices; further details on agenda depth and outcomes are not provided .
-
Monitoring signals for investors:
- Watch evolution of director equity structure (options vs RSUs/DSUs) and any adoption of director stock ownership guidelines, which are not disclosed .
- Evaluate board refreshment and succession planning given advanced ages across the board, including Novick at 84 .
- Track say-on-pay outcomes and compensation committee decisions (Novick chairs Comp) for responsiveness to performance and shareholder feedback; specific vote percentages not disclosed here .