Christopher J. Nelms
About Christopher J. Nelms
Christopher J. Nelms is an independent director of Flanigan’s Enterprises, Inc. (BDL), serving since 2014; he is 56 years old as of the January 2025 annual meeting . A retired businessman, Nelms founded and controlled Magazine Services of America, Inc. (2000–2006) and Brownbean Dynamics, LLC (2011–2013), both magazine telemarketing businesses, bringing operating experience and oversight capabilities to the board . BDL is a “controlled company,” and the board has determined that only three directors—including Nelms—are independent under NYSE American and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magazine Services of America, Inc. | Founder, sole owner and control person | 2000–2006 | Led magazine telemarketing operations; business oversight experience cited as qualification |
| Brownbean Dynamics, LLC | Founder, majority owner and control person | 2011–2013 | Magazine telemarketing; contributes to board’s operational oversight capability |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy biography | — | — | Proxy biography does not list current external public company directorships for Nelms |
Board Governance
- Independence: Board designated Nelms as independent; BDL is a controlled company with only three independent directors (Nelms, M.E. Betsy Bennett, John P. Foster) .
- Board leadership: CEO/President serves as Chairman; board cites unified strategic leadership and independent oversight as rationale .
- Meetings and attendance: Board met four times in FY2024; every director attended at least 75% of board and applicable committee meetings .
- Committees and roles:
- Audit Committee: Member; committee consists of three independent directors (Bennett—Chairperson, Nelms, Foster) with a charter reviewed annually; Bennett designated as “audit committee financial expert” .
- Corporate Governance & Nominating Committee: Member; committee comprises James G. Flanigan (CEO/Chairman), Bennett, and Nelms; Bennett and Nelms are independent; met once in FY2024 .
- Independent Committee: Historical member; the board dissolved the Independent Committee on May 23, 2024 as it had no matters referred for many years .
Governance Activity Summary
| Item | FY2024 | Notes |
|---|---|---|
| Board meetings held | 4 | Aggregate attendance ≥75% for all directors |
| Corporate Governance & Nominating meetings | 1 | Bennett and Nelms independent members |
| Independent Committee | Dissolved May 23, 2024 | No referrals in FY2024; historical body of independent directors |
Fixed Compensation
| Component (Directors) | FY2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $35,000 (Nelms) |
| Stock Awards | $0 (Nelms) |
| Option Awards | $0 (Nelms) |
| Non-Equity Incentive Plan Compensation | $0 (Nelms) |
| Non-qualified Deferred Compensation Earnings | $0 (Nelms) |
| All Other Compensation | $0 (Nelms) |
| Total | $35,000 (Nelms) |
Note: No equity component was granted to non-employee directors in FY2024; all director compensation for Nelms was cash-based .
Performance Compensation
| Performance-Linked Components (Directors) | FY2024 |
|---|---|
| Performance cash bonus (non-equity incentive) | $0 (Nelms) |
| Performance share awards (PSUs) | $0 (Nelms) |
| Options tied to performance | $0 (Nelms) |
Other Directorships & Interlocks
- Other public company boards: None disclosed in Nelms’s proxy biography .
- Internal interlocks: The Corporate Governance & Nominating Committee includes the CEO/Chairman alongside independent directors, indicating management participation in nominations/governance policy .
- Controlled company structure: More than 50% of common stock is owned by entities controlled by the Chairman and his immediate family; as a “controlled company,” a majority of the board need not be independent .
Expertise & Qualifications
- Entrepreneurial/operating leadership: Founder and control person of two telemarketing companies, contributing business oversight and operational guidance .
- Board fit: Proxy cites Nelms’s business knowledge, capabilities, and experience as qualifications for effective board oversight .
- Age and tenure context: Age 56; director since 2014, as of January 10, 2025 .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Christopher J. Nelms | — (none listed) | “*” (less than 1%) |
Ownership table is based on 1,858,647 shares outstanding as of January 10, 2025; directors are listed individually, and Nelms has no reported beneficial holdings .
Related-Party Transactions (Conflict Indicators)
| Party | FY2024 Total (USD) | FY2023 Total (USD) | Context |
|---|---|---|---|
| Christopher J. Nelms | $44,875 | $63,100 | Aggregate of transactions across various BDL locations; all transactions reviewed by the board and deemed on terms no less favorable than with disinterested third parties |
The proxy discloses location-by-location amounts for directors and officers (including Nelms) and states board review and fairness relative to third-party dealings .
Governance Assessment
- Positive signals:
- Independent status and Audit Committee membership; audit oversight documented via committee report and recommendation to include audited financials in the 10-K .
- Board and committee engagement: Board met four times with ≥75% attendance for all directors; CG&N met once in FY2024 .
- Concerns and red flags:
- Controlled company structure with CEO/President also serving as Chairman; limited number of independent directors may constrain independent oversight .
- CG&N committee includes the CEO/Chairman, which can dilute independence in director nominations and governance policy setting .
- No equity holdings reported for Nelms; combined with no director equity grants in FY2024, this suggests limited direct economic alignment via share ownership .
- Related-party transactions: Meaningful annual amounts attributed to Nelms (and other insiders) at company locations; while reviewed and deemed fair, such recurring transactions warrant monitoring for potential perceived conflicts .
Additional context: The proxy states BDL has not implemented stock ownership guidelines for executive officers; director ownership guidelines are not discussed, and director pay for Nelms had no equity component in FY2024 .