John P. Foster
About John P. Foster
Independent director of Flanigan’s Enterprises, Inc. (BDL) since 2018; age 74 as of the 2025 annual meeting. Background includes managing member of PathFinder Group since 2006 (enterprise risk, strategic planning, process improvement) and former CEO/Chairman of Alliance Computing Technologies (1996–2005); MBA from the University of Tampa. Independence affirmed by the Board under NYSE American and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alliance Computing Technologies (ACT) | Chief Executive Officer; Chairman of the Board | 1996–2005 | ACT “distributed computers internationally to the right to own industry” (operating leadership/scale-up) |
| PathFinder Group (PFG) | Managing Member | 2006–present | Advisory firm focused on enterprise risk management through strategic planning, process improvement, and high-performance cultures |
External Roles
| Organization | Nature | Role | Dates |
|---|---|---|---|
| PathFinder Group (Tampa) | Private advisory firm | Managing Member | 2006–present |
| Other public company boards | — | — | Not disclosed in the proxy |
Board Governance
- Status: Independent director; one of three independent directors (with M.E. Betsy Bennett and Christopher J. Nelms) on a “controlled company” board.
- Board leadership: CEO/President (James G. Flanigan) also serves as Chairman; Board cites efficiency/unified vision as rationale.
- Committees: Audit Committee member (committee of three independent directors: Bennett, Nelms, Foster); Audit Chair is M.E. Betsy Bennett.
- Former committee: Member of the Independent Committee (comprised of all independent directors); dissolved May 23, 2024 due to lack of matters referred over many years.
- Attendance: Board met 4 times in FY2024; every director attended at least 75% of Board and applicable committee meetings.
- Annual meeting engagement: All directors attended the 2024 Annual Meeting of Shareholders.
- Hedging/pledging: Company policy prohibits pledging, short sales, and derivative hedging transactions by directors.
Fixed Compensation
| Component | Policy/Structure | FY2024 Amount (Foster) |
|---|---|---|
| Annual cash retainer (non-employee directors) | $25,000 per year | Included within total cash |
| Audit Committee chair fee | +$10,000 per year (Chair only; Bennett) | N/A (not chair) |
| Meeting fees | $1,000 per Board or committee meeting attended | Included within total cash |
| Total director compensation (cash) | Cash-only; reasonable out-of-pocket expense reimbursement | $35,000 |
Notes: No equity or option awards are granted to directors per the director compensation table for 2024.
Performance Compensation
| Element | Plan Features | FY2024 (Foster) |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not granted to directors in 2024 (no stock awards) | $0 |
| Option awards | Company indicates no stock option plan outstanding; none shown for directors | $0 |
| Non-equity incentive plan | None for directors | $0 |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Committee Roles | Overlap/Conflict Notes |
|---|---|---|---|---|
| PathFinder Group | Private | Managing Member | — | Advisory services; no disclosed BDL conflict |
| Other public boards | — | — | — | None disclosed in proxy |
Expertise & Qualifications
- Strategic planning, process improvement, and enterprise risk management from advisory work at PathFinder Group.
- Prior public-company-adjacent operating leadership as CEO/Chair of ACT.
- MBA (University of Tampa).
- Service on BDL’s Audit Committee alongside an “audit committee financial expert” (Bennett).
Equity Ownership
| Item | Foster |
|---|---|
| Beneficial ownership (common shares) | — (no shares beneficially owned) |
| % of shares outstanding | — (1,858,647 shares outstanding as of Jan 10, 2025) |
| Vested/unvested equity | Not applicable; no equity awards disclosed |
| Options (exercisable/unexercisable) | None disclosed; company indicates no stock option plan outstanding |
| Shares pledged as collateral | Prohibited by policy |
| Director stock ownership guidelines | Not disclosed in proxy |
Related-Party Exposure (Conflict Indicators)
| Item | Detail |
|---|---|
| Affiliated partnerships – distributions | Foster received $900 in 2024 and $1,500 in 2023 as a limited partner from affiliated Flanigan’s partnerships (company-wide table of distributions). |
| Review process | Audit Committee reviews related-person transactions under a written policy; approvals only if in the best interests of the Company/shareholders. |
| Broader related-party landscape | Extensive transactions with entities affiliated with the Flanigan family and directors (contextual governance complexity for a controlled company). |
Insider Trades (Section 16)
| Period | Disclosure |
|---|---|
| FY2024 | Company states all Section 16(a) reports were timely filed during FY2024; no specific Form 4 transactions for Foster are detailed in the proxy. |
Governance Assessment
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Strengths
- Independent director with risk/strategy expertise; serves on the Audit Committee with an audit-financial expert chair (Bennett), providing independent oversight of financial reporting.
- Attendance: met the Company’s threshold (≥75%) for Board and committee meetings; attended the 2024 annual meeting, signaling engagement.
- Hedging/pledging prohibited for directors, reducing misalignment risks.
- Related-party transactions are subject to Audit Committee review under a written policy.
-
Watch items / potential red flags
- Alignment: Foster reported no beneficial ownership of BDL common stock; director pay is 100% cash with no equity component, which can dilute long-term alignment.
- Controlled company with combined CEO/Chair role and no compensation committee; independent oversight relies heavily on the Audit Committee and two other independent directors.
- Small but present related-party exposure via LP distributions ($900 in 2024; $1,500 in 2023), indicating some economic ties to affiliated entities (albeit modest in magnitude).
- The Independent Committee (comprised of independent directors, including Foster) was dissolved in May 2024, removing a potential forum for independent review of special matters; Audit Committee remains the primary independent check.
-
Overall implication
- Foster brings relevant risk/strategy oversight and Audit Committee service, but ownership alignment is weak (no shares, no equity-based director pay). In a controlled-company context with a combined CEO/Chair and limited independent structures, his continued active engagement on the Audit Committee is a key factor for investor confidence.