James G. Flanigan
About James G. Flanigan
James G. (“JGF”) Flanigan is Chairman, Chief Executive Officer, President, and a Director of Flanigan’s Enterprises, Inc. (BDL). He has served on the board since 1991, became President in 2002, and was appointed CEO and Chairman in 2005 . Age 60 as of the 2025 annual meeting . As Principal Executive Officer (PEO), his pay is predominantly performance-based cash; 2024 pay was $1.297M (vs. $1.635M in 2023), with no equity awards . Company performance under Pay vs. Performance shows TSR of $110.74 on a $100 base in 2024 (down from $130.21 in 2023) and net income of $5.3M in 2024 (vs. $5.416M in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flanigan’s Enterprises, Inc. | Director | Since 1991 | Not disclosed |
| Flanigan’s Enterprises, Inc. | President | Since 2002 | Not disclosed |
| Flanigan’s Enterprises, Inc. | Chairman & CEO | Since 2005 | Not disclosed |
| Coconut Grove Franchise (affiliated) | Day-to-day manager | Current as of FY2024 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Twenty Seven Birds Corporation (franchisee) | Vice President and shareholder | Since 1985 | Not disclosed |
| Flanigan Family Stock Holdings, LLC (FFSH) | Sole Manager (controls voting & investment power over 741,796 BDL shares) | Not disclosed | Not disclosed |
| Motta–Flanigan LLC (MFC) | Sole Manager (voting power; shared investment power over 138,694 BDL shares) | Not disclosed | Not disclosed |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2023 | 145,000 | 65,000 (company-paid life insurance premium) | JGF is an employee director; no additional director fees |
| 2024 | 145,000 | 65,000 (company-paid life insurance premium) | JGF is an employee director; no additional director fees |
Performance Compensation
| Metric/Plan | Weighting | Target/Formulas | Actual (2023) | Actual (2024) | Payout Timing | Vesting |
|---|---|---|---|---|---|---|
| CEO Annual Cash Bonus | N/A | 14.75% of annual income before income taxes, depreciation and amortization (exceeding $650,000, ex-extraordinary) | 1,425,000 | 1,081,000 | Typically within 45 days after FY-end | Cash (no vesting) |
There are no equity awards outstanding; the company does not have an equity compensation plan and does not grant stock options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 969,190 shares; 52.1% of shares outstanding (out of 1,858,647) |
| Beneficial ownership breakdown | Includes: 741,796 shares held by FFSH (JGF sole Manager with sole voting and investment power); 12,776 shares held by spouse (shared power); 400 shares held by children (shared power as custodian); 138,694 shares held by MFC (JGF sole voting power; shared investment power, with sole investment power if all family shares sold in one transaction) |
| Pledging/Hedging | Company policy prohibits pledging of company securities, hedging transactions, and short sales by employees and directors |
| Stock ownership guidelines | None implemented for executive officers |
| Options | No stock option plans; no options outstanding |
| Vested vs. unvested shares | Not applicable (no equity awards) |
| Section 16 compliance | Company reports all Section 16 filings were timely in FY2024 |
Insider selling pressure / sale rights
- FFSH operating agreement permits members to require JGF to sell FFSH-owned BDL shares (first to other members pro rata; remainder on the open market) upon majority-in-interest approval of FFSH members .
- Patrick J. Flanigan can from time to time require JGF to sell up to 138,694 FFSH-held shares in increments up to 6,934 shares (first offered to other FFSH members pro rata; remainder on the market) .
- JGF is the sole Manager of MFC and has sole voting power and shared investment power over MFC’s 138,694 shares; if all Flanigan family shares are disposed in one transaction, JGF has sole investment power over these MFC shares .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | None; executives are employed at will |
| Severance | None |
| Change-in-control payments | None (no cash payments on change in control) |
| Tax gross-ups | None |
| Supplemental retirement (SERP) | None |
| Deferred compensation | None |
| Pension/retirement | Limited retirement/death benefit programs with small lump sums; otherwise none |
| Benefits/perquisites | Health/dental/vision/disability/life; 401(k) eligibility; company-provided vehicle/car allowance for certain execs |
Board Governance
- Dual role: JGF serves as Chairman, CEO, and President; the Board believes this structure promotes unified strategy and is appropriate given independent oversight .
- Controlled company: Over 50% of shares are held by entities controlled by JGF and by his family and other officers/directors; only three directors (Bennett, Nelms, Foster) are independent under NYSE American/SEC rules .
- Committees: Audit Committee (Bennett—Chair, Nelms, Foster; all independent) -; Corporate Governance & Nominating Committee (JGF, Bennett, Nelms) .
- Compensation governance: No compensation committee; full Board sets executive compensation (permitted as a controlled company) .
- Board meetings/attendance: Four Board meetings in FY2024; each director attended at least 75% of Board and committee meetings on which they served .
- Director pay: Employee directors receive no additional compensation; non-employee directors receive $25,000 annual retainer, $10,000 additional for Audit Chair, and $1,000 per Board/committee meeting; 2024 director cash fees ranged $30,000–$45,000 -.
- Say-on-Pay cadence: Board recommends advisory Say-on-Pay vote every three years .
Related Party Transactions (RPTs) and Interlocks
- Affiliated franchised locations where JGF and family have financial interests generated material revenue and paid franchise fees to the company in FY2024: Coconut Grove ($20.324M revenue; $465k fees; JGF manages day-to-day), Pompano Beach ($8.111M; $189k fees), Deerfield Beach ($5.299M; $159k fees and $40k management fees), Fort Lauderdale ($5.104M; $153k fees) .
- Distributions to JGF from affiliated limited partnerships totaled $170,625 in FY2024 (vs. $205,900 in FY2023) .
- Additional related-person financings include a mortgage entity managed by CFO (not JGF) and a loan from COO; Audit Committee reviews related-person transactions for arm’s-length terms .
Performance & Track Record (select disclosures)
| Metric | 2023 | 2024 |
|---|---|---|
| Value of $100 investment (TSR) | $130.21 | $110.74 |
| Net Income ($) | 5,416,000 | 5,300,000 |
Compensation Committee Analysis (structure and signals)
- No compensation committee; Board retains full authority over executive compensation as a controlled company .
- Compensation mix: CEO cash pay dominated by formulaic bonus tied to EBITDA-like metric (pre-tax income before depreciation and amortization), with a fixed threshold ($650k) and percentage (14.75%)—strong operating profit sensitivity, but no equity linkage .
- Say-on-Pay: Board states prior (2022) Say-on-Pay vote did not affect compensation decisions; Board seeks a triennial Say-on-Pay going forward .
Director Compensation (context for dual role)
| Director | 2024 Fees ($) |
|---|---|
| M.E. Betsy Bennett | 45,000 |
| Christopher J. Nelms | 35,000 |
| John P. Foster | 35,000 |
| Patrick J. Flanigan | 30,000 |
| Michael B. Flanigan | 30,000 |
| Note | Employee directors receive no additional director pay |
Equity Ownership & Alignment Diagnostics
- Alignment: JGF beneficially controls 52.1% of shares, aligning financial outcomes with shareholders but also concentrating control .
- Pledging/Hedging: Prohibited by policy (mitigates alignment risk) .
- Ownership guidelines: None for executives (governance gap vs. best practices) .
- Equity incentives: None; compensation is cash-only (limits long-term equity alignment) .
- Potential selling pressure: FFSH/MFC agreements allow member-driven sales and special rights (including Patrick J. Flanigan’s right to cause sales in increments), creating potential episodic supply overhang .
Employment Terms
- At-will employment; no severance or change-in-control protection, and no tax gross-ups or SERP—low contractual retention cost and minimal golden parachute risk .
- Benefits include standard health plans and 401(k) eligibility; JGF also receives company-paid life insurance (premium $65,000 in both 2023 and 2024) .
Investment Implications
- Pay-for-performance: CEO bonus directly tied to EBITDA-like profitability above a threshold, with sizable payouts in both 2023 and 2024; absence of equity awards limits dilution but also reduces multi-year equity alignment .
- Governance/independence: Controlled company with dual Chair/CEO and family directors; only three independent directors; no compensation committee—heightened governance risk and limited independent oversight relative to peers .
- Ownership overhang: JGF’s majority stake supports alignment, but FFSH/MFC mechanics enabling member-driven sales (including incremental sale rights) introduce potential selling pressure catalysts .
- Related-party exposure: Extensive affiliated franchising and LP structures generate fees and distributions; while reviewed by the Audit Committee, they increase perceived conflict risk and reliance on related parties .
- Pay vs. performance trend: TSR declined year over year (2023 to 2024) while net income was relatively stable; continued scrutiny on bonus formulas versus shareholder returns is warranted .