August H. Bucci
About August H. Bucci
August H. Bucci (age 80) has served on Flanigan’s Enterprises, Inc.’s Board since 2005 and is currently Chief Operating Officer (COO) and Executive Vice President; he is not classified as independent under NYSE American/SEC rules, as only M.E. Betsy Bennett, Christopher J. Nelms, and John P. Foster are designated independent directors . His background spans operations leadership across restaurants, bars, and nightclubs, progressing from Entertainment Director (1978–1980) to COO/EVP (since 2003), evidencing deep operational expertise aligned with the company’s business model .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flanigan’s Enterprises, Inc. | Entertainment Director | 1978–1980 | Operations exposure in early career |
| Flanigan’s Enterprises, Inc. | Director of Advertising | 1984 | Marketing leadership |
| Flanigan’s Enterprises, Inc. | Supervisor, out-of-state bars & nightclubs | 1985 | Multi-unit oversight |
| Flanigan’s Enterprises, Inc. | Supervisor, Restaurants/Nightclubs/Bars | 1988 | Store supervision and performance |
| Flanigan’s Enterprises, Inc. | Director of Operations – Restaurant Division | 1990 | Restaurant ops management |
| Flanigan’s Enterprises, Inc. | Vice President of Restaurant Operations | 2002 | Senior ops management |
| Flanigan’s Enterprises, Inc. | Chief Operating Officer & Executive Vice President | 2003–Present | Executive leadership; board member since 2005 |
| Flanigan’s Enterprises, Inc. | Director | 2005–Present | Non-independent director |
External Roles
No public company directorships or external board roles disclosed in the proxy; skip if not disclosed .
Board Governance
- Board classification: Controlled company; Chairman also serves as CEO/President (James G. Flanigan), with only Bennett, Nelms, and Foster deemed independent .
- Committees: Audit Committee (Bennett—Chair, Nelms, Foster); Corporate Governance & Nominating Committee (James G. Flanigan, Bennett, Nelms). Bucci is not a member of these committees .
- Independent Committee: Dissolved May 23, 2024; previously included all independent directors .
- Meetings and attendance: Board met 4 times in FY2024; every director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting of Shareholders .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (USD) | $140,000 | $140,000 |
| Employment Agreement | At will; no employment agreement | At will; no employment agreement |
| Severance/Change-in-Control | None; no severance or change-in-control cash provisions | None; no severance or change-in-control cash provisions |
| Tax Gross-ups | None | None |
| Deferred Compensation | None | None |
| Pension/Retirement Benefits | Limited plan: lump-sum on retirement/death ($10,000 or % cap; supervisors’ $20,000 program) | Limited plan: lump-sum on retirement/death ($10,000 or % cap; supervisors’ $20,000 program) |
| Director Fees (non-employee) | Not applicable (Bucci is an employee; employees receive no extra director pay) | Not applicable (Bucci is an employee; employees receive no extra director pay) |
Performance Compensation
| Component | Performance Metric | FY 2023 (USD) | FY 2024 (USD) | Vesting/Timing |
|---|---|---|---|---|
| Annual Performance Bonus – Corporate | 2.625% of annual income before income taxes, depreciation, and amortization (above $650,000; excl. extraordinary items) | $294,000 | $222,000 | Paid mostly within 45 days post fiscal year-end |
| Annual Performance Bonus – Restaurant Ops | 5% of pre-tax net income before depreciation and amortization from company-owned restaurants; share from LP restaurants; managed unaffiliated location | $545,000 | $518,000 | Majority paid within 45 days; balance within ~120 days |
| Total Bonus (Corporate + Ops) | Sum of components | $839,000 | $740,000 | Cash; no equity plan |
- Equity awards: Company has no stock option/RSU plan; no outstanding equity awards for executives .
- Ownership guidelines: No stock ownership guidelines for executives; periodically reviewed .
- Hedging/pledging: Company policy prohibits hedging and pledging by employees and directors .
Other Directorships & Interlocks
No other public company board roles disclosed for Bucci; skip if not disclosed .
Expertise & Qualifications
- Deep, multi-decade operations experience across restaurant, bar, and nightclub formats; progressive leadership culminating as COO/EVP since 2003 .
- Board tenure since 2005; operational continuity and institutional knowledge; non-independent status due to controlled company structure .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As of |
|---|---|---|---|
| August H. Bucci | 3,600 | <1% | January 10, 2025 |
| Options/Unvested Equity | None (no equity plan) | — | — |
| Shares Pledged | Prohibited by policy; no pledging disclosed | — | — |
Related-Party Exposure (Potential Conflicts)
| Transaction | Terms | Status/Amounts |
|---|---|---|
| Loan to Company (“$250,000 Note” secured by quadraplex at 1420 N.E. 50th Ct., Fort Lauderdale) | Borrowed from August H. Bucci (trustee), 4.00% interest, amortized over 8 years; monthly P&I ≈ $3,047; maturity November 1, 2026 | Active per proxy; due Nov 1, 2026 |
| Distributions from Affiliated Limited Partnerships (LPs) | LP distributions to executives/directors are not compensation; reviewed by Board/Audit Committee under related-person policy | Bucci received $95,700 (FY2023) and $94,225 (FY2024) in aggregate LP distributions |
- Audit Committee oversight: Related-party transactions reviewed under a written policy; approval only if in/not inconsistent with best interests of Company and shareholders .
Say-on-Pay & Shareholder Feedback
- 2025 Proxy proposals: Advisory say-on-pay and frequency vote; Board recommends “Three Years” for say-on-pay frequency .
- Impact of prior votes: Board states say-on-pay results at the 2022 Annual Meeting did not affect compensation decisions .
Compensation Committee Analysis
- No compensation committee; Board directly sets executive compensation (enabled by controlled company status); not required to have independent compensation committee or majority-independent board for pay decisions .
- Compensation structure: Cash-heavy, formula-based bonuses tied to EBITDA-like measures (pre-tax income before depreciation and amortization) without equity alignment; no employment agreements, severance, change-in-control protections, or tax gross-ups .
Performance & Track Record Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income (USD) | $5,416,000 | $5,300,000 |
| Total Shareholder Return – Value of $100 Initial Investment | $130.21 | $110.74 |
Note: Company-level pay vs performance disclosure; not specific to Bucci’s individual performance, but relevant to incentive plan context .
Governance Assessment
- Independence and board structure: Bucci is an executive (COO/EVP) and not independent; the company is controlled, with only three independent directors and CEO serving as Chairman—this structure reduces independent oversight over strategy and compensation. RED FLAG .
- Committee participation: Bucci does not sit on Audit or Governance/Nominating committees; independent directors staff Audit (Bennett—Chair), which is positive for financial oversight .
- Compensation alignment: Significant at-risk, formula-based cash bonuses directly tied to EBITDA-like metrics and restaurant-level profitability (pre-tax income before depreciation and amortization), but absence of equity and ownership guidelines limits long-term alignment. Mixed signal .
- Related-party exposure: Personal loan to the company ($250,000 Note) and meaningful LP distributions to Bucci reveal financial ties beyond salary/bonus; mitigated by Audit Committee review policy but remains a potential perceived conflict. RED FLAG .
- Hedging/pledging policy: Prohibition on hedging/pledging is positive for alignment; no pledging disclosed for Bucci .
- Attendance & engagement: Board met 4 times in FY2024, with ≥75% attendance by all directors; all directors attended the 2024 Annual Meeting, indicating baseline engagement .
- Director compensation: Employees receive no additional director remuneration (non-employee directors receive retainers/fees), avoiding double compensation for Bucci’s board role .
- Say-on-Pay frequency and feedback: Board preference for triennial votes and disclosure that 2022 say-on-pay did not alter policies may be viewed as limited responsiveness to shareholders if future votes indicate concerns .