Jeffrey D. Kastner
About Jeffrey D. Kastner
Jeffrey D. Kastner, 71, is Flanigan’s CFO (since 2004), General Counsel (since 1982), Secretary (since 2004), and a director (since 1985). He holds a JD from the University of Florida (1978) and previously ran a private law practice (1983–2004) . Under his finance leadership in FY2024, revenue rose 8.0% to $188.3M while net income declined 2.1% to $5.3M; total shareholder return (TSR) decreased from 130.21 to 110.74 on the company’s pay-versus-performance scale . Shareholders approved say‑on‑pay in 2025 with ~92% support and re‑elected Kastner as director (892,695 For; 170,183 Withhold) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Flanigan’s Enterprises, Inc. | Chief Financial Officer | 2004–present | Oversees finance through controlled-company governance; drove restaurant/store recovery and openings, price actions; maintained profitability amid inflation . |
| Flanigan’s Enterprises, Inc. | General Counsel | 1982–present | Company legal oversight; governance/process, franchise/LP structures . |
| Flanigan’s Enterprises, Inc. | Secretary | 2004–present | Corporate secretary duties; board processes, filings . |
| Flanigan’s Enterprises, Inc. | Corporate Attorney | 1979–1982 | Early in-house legal role . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Jeffrey D. Kastner, P.A. | President (private law practice) | 1983–2004 | Legal practice experience underpinning GC role . |
| 2600 West Davie Road Mortgage, LLC | Managing Member; beneficial owner (related-party lender to BDL) | 2010–present (note) | Provided/modified $1.0M mortgage and later advances (now 6% interest; balloon 8/1/2032). Kastner and family collectively own/benefit from 100% of the lender; presents related‑party governance sensitivity . |
Fixed Compensation
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary (USD) | $140,000 | $140,000 | $140,000 |
| Stock awards | — | — | — |
| Option awards | — | — | — |
| Perquisites (note) | <$10,000 (per NEO) | <$10,000 (per NEO) | <$10,000 (per NEO) |
Notes: Company states no equity compensation plans; no options outstanding . Perquisites aggregate did not exceed $10,000 per NEO .
Performance Compensation
Compensation is cash-only, formulaic, and tied to pre-tax operating performance metrics (no equity). For Kastner (same structure as COO):
- Component A: 2.625% of annual income before income taxes, depreciation and amortization above $650,000 (ex‑extraordinary). Paid within ~45 days post year-end. FY2024/FY2023 payouts: $222,000 / $294,000 .
- Component B: 5% of pre-tax net income before depreciation and amortization from company-owned restaurants plus the company’s share from consolidated limited-partnership restaurants and the managed third‑party unit. Majority paid within ~45 days, remainder within ~120 days post year-end. FY2024/FY2023 payouts: $518,000 / $545,000 .
| Metric | Weighting | Target | Actual | Payout (FY2023) | Payout (FY2024) | Vesting/Timing |
|---|---|---|---|---|---|---|
| Income before tax, dep’n & amort. above $650k | N/A (fixed % of outcome) | N/A | Company actuals | $294,000 | $222,000 | Cash; paid ~45 days after FY |
| Pre-tax net income before dep’n & amort. (restaurants scope) | N/A (fixed % of outcome) | N/A | Business-unit actuals | $545,000 | $518,000 | Cash; ~45/120 days after FY |
Total bonus paid: $1,239,000 (2022); $839,000 (2023); $740,000 (2024) .
Multi‑Year Compensation Trend (Named Executive Officer)
| Year | Salary | Bonus | Total |
|---|---|---|---|
| 2022 | $140,000 | $1,239,000 | $1,379,000 |
| 2023 | $140,000 | $839,000 | $979,000 |
| 2024 | $140,000 | $740,000 | $880,000 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | None disclosed for Kastner (—) . Shares outstanding 1,858,647 . |
| Vested/unvested equity | None (no equity plan; no options) . |
| Options (exercisable/unexercisable) | None . |
| Shares pledged/hedges | Company policy prohibits pledging, short sales, and hedging by employees and directors . |
| Stock ownership guidelines | None for executive officers; periodically reviewed . |
| Related economic interests | Limited‑partnership investor receiving cash distributions (not compensation): $102,725 in 2024; $108,300 in 2023 . |
Implication: Alignment is largely through annual cash incentives tied to EBITDA‑like and pre‑tax restaurant income metrics; absence of equity reduces direct stock price alignment and eliminates equity vesting‑driven selling pressure .
Employment Terms
| Term | Status |
|---|---|
| Employment agreement | None; at‑will . |
| Severance | None . |
| Change‑of‑control cash | None . |
| Accelerated vesting | Not applicable (no equity) . |
| Tax gross‑ups | None . |
| Deferred comp/SERP | None . |
| Clawback | Board‑adopted compensation recovery policy (SEC/NYSE‑compliant) effective Dec 1, 2023; applies to incentive comp for prior 3 fiscal years if restatement; no-fault; no indemnification . |
| Hedging/pledging | Prohibited for employees and directors . |
Board Governance (Director)
- Service: Director since 1985; currently CFO, General Counsel, and Secretary; not an independent director .
- Committees: Not listed on Audit Committee (Bennett, Nelms, Foster); Corporate Governance & Nominating includes CEO James G. Flanigan, Bennett, Nelms (Kastner not listed) .
- Governance structure: Controlled company; CEO also serves as Chairman. Independent directors: Bennett, Nelms, Foster. Independent Committee was dissolved May 23, 2024 after no referrals in many years .
- Attendance: Board met four times in FY2024; every director attended ≥75% of Board and committee meetings .
- Director compensation: Employee directors receive no additional pay for board service .
- 2025 director election results: Kastner 892,695 For / 170,183 Withhold; Bennett 1,025,859 For / 36,869 Withhold; Michael B. Flanigan 916,044 For / 140,694 Withhold .
Dual‑role implications: Concentration of roles (CFO + GC + Secretary + Director) plus controlled-company exemptions reduce independent oversight on compensation and related‑party matters; however, Audit Committee is fully independent and designated a financial expert (Bennett) .
Performance & Track Record (Company context during CFO tenure)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue (USD) | $174.4M | $188.3M |
| Net income (USD) | $5.416M | $5.300M |
| TSR index (base $100) | 130.21 | 110.74 |
| EBITDA (USD) | $10.61M* | $10.69M* |
Notes: *Values retrieved from S&P Global.
Operational highlights FY2024: Opened rebuilt Hollywood restaurant (Store #19R); operated Miramar LP restaurant and Hollywood/Miramar package stores for a full year; implemented menu price increases to offset cost inflation .
Related‑Party Transactions (Governance red‑flags and mitigants)
- Mortgage lender: Company has a long‑standing mortgage with 2600 West Davie Road Mortgage, LLC (first entered 2010). Terms were modified over time; current terms include 6% interest, 15‑year amortization, ~$9,300 monthly P&I, balloon ~$487,000 due Aug 1, 2032. Kastner is managing member; he and his family collectively own/economically benefit from 100% of the lender, creating an ongoing related‑party exposure reviewed under the Audit Committee’s policy .
- Affiliated LP distributions: Kastner receives LP distributions from multiple affiliated restaurant partnerships (e.g., $102,725 in 2024; $108,300 in 2023). These are not executive compensation but indicate meaningful economic ties to affiliated entities .
- Board oversight: Audit Committee (independent) reviews related‑party transactions under a written policy, approving only if in shareholders’ best interests .
Say‑on‑Pay & Shareholder Feedback
- 2025 say‑on‑pay: For 975,808; Against 85,007; Abstain 1,983 (non‑binding approval) .
- Say‑on‑frequency: Shareholders chose a 3‑year cadence; Board adopted “every three years” consistent with the vote .
Compensation Structure Analysis
- Cash‑heavy, performance‑formulaic pay: Nearly all at‑risk compensation is cash and tied to EBITDA‑like and pre‑tax restaurant earnings constructs; no equity reduces dilution and removes equity vesting‑driven selling pressure but weakens stock price alignment .
- No guarantees, no severance/CIC: At‑will employment with no severance or change‑of‑control cash arrangements lowers parachute risk but could elevate retention risk vs peers with standard protections .
- Governance constraints: No compensation committee; as a controlled company, the Board sets executive pay without independent committee oversight, which may increase perceived pay‑governance risk despite strong say‑on‑pay support .
- Clawback and trading policy: SEC/NYSE‑compliant clawback and strict anti‑pledging/hedging policy are shareholder‑friendly mitigants .
- Related‑party finance ties: Kastner’s control of a related mortgage lender is an ongoing conflict‑sensitivity area, though overseen by the independent Audit Committee .
Risk Indicators & Red Flags
- Related‑party lender (Kastner managed/owned) providing company financing; ongoing terms through 2032 .
- No equity ownership disclosed (—) reduces direct TSR alignment; also no stock ownership guidelines for executives .
- Controlled-company exemptions (no comp committee; CEO is Chair) reduce independent oversight; Independent Committee dissolved in 2024 .
- Positives: Strong say‑on‑pay support; independent Audit Committee with financial expert; anti‑hedging/pledging policy and a formal clawback .
Investment Implications
- Alignment and selling pressure: Absence of equity awards means minimal forced‑selling overhang; however, lack of share ownership and no ownership guidelines dilute stock‑price alignment. Cash incentives tied to EBITDA‑like metrics should motivate operating cash generation but not necessarily TSR .
- Retention and succession: At‑will status with no severance/CIC plus age (71) implies succession planning is a non‑trivial risk consideration; long tenure and sizable recurring cash bonuses may partially offset near‑term retention risk .
- Governance and related parties: The related‑party mortgage and controlled‑company structure warrant continued monitoring; robust Audit oversight and high say‑on‑pay support mitigate but do not eliminate governance risk .
- Performance levers: FY2024 growth driven by unit openings/reopenings and pricing; continued inflation and labor dynamics will affect the bonus pool. Investors should watch menu pricing elasticity, segment pre‑tax margins, and LP economics given bonus formulas .