M.E. Betsy Bennett
About M.E. Betsy Bennett
M.E. Betsy Bennett (age 65) has served as an independent director of Flanigan’s Enterprises, Inc. (BDL) since 2013. She is a CPA (Florida, since 1983) with a Master’s in Accounting from the University of South Florida and extensive CFO and corporate finance experience; the Board designates her as its Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bennett Consulting Services, Inc. | Principal | 2002–2012; resumed Aug 2018–present | Independent corporate financial consulting; accounting/tax expertise |
| IC Intracom | Chief Financial Officer | 2012–2015 | Finance leadership in PC peripherals/networking products |
| Mission Health Communities | Chief Financial Officer | 2015–2018 | PE-backed long-term care operator; finance oversight |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Bennett Consulting Services, Inc. | Principal | No (private) | Independent corporate financial consulting firm |
| IC Intracom | CFO | No (private) | Manufacturer of PC peripherals/networking products |
| Mission Health Communities | CFO | No (private) | Long-term care operator/manager |
| Other public company boards | — | — | No other public company directorships disclosed in the proxy biography |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Bennett is independent under NYSE American and SEC rules |
| Committee memberships | Audit Committee (Chair); Corporate Governance & Nominating Committee; previously on Independent Committee (dissolved May 23, 2024) |
| Audit Committee meetings | 4 meetings in FY 2024; separate sessions with CFO and independent auditors; oversight of internal controls and compliance |
| CG&N Committee meetings | 1 meeting in FY 2024; responsible for director nominations and governance policies |
| Attendance | Every director attended at least 75% of Board and committee meetings in FY 2024; all directors attended the 2024 annual shareholders’ meeting |
| Audit Committee Financial Expert | Bennett designated based on education and work experience |
| Board structure | Controlled company; majority need not be independent; Chair/CEO combined (James G. Flanigan) |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $42,500 | $45,000 |
| Stock Awards | $0 | $0 |
| Option Awards | $0 | $0 |
| Total | $42,500 | $45,000 |
| Compensation structure (policy) | Non-employee director retainer $25,000/year; Audit Chair additional $10,000/year; $1,000 per Board/committee meeting; expense reimbursement | |
| Meetings held (context) | Board: 4; Audit Committee: 4; CG&N: 1 (FY 2024) |
Performance Compensation
No director performance-based compensation disclosed (no RSUs/PSUs, options, or non-equity incentives for directors) . No director performance metric framework (TSR, EBITDA, ESG, etc.) is disclosed for director pay .
Other Directorships & Interlocks
| Person | External Public Company Board | Interlocks/Relationships | Notes |
|---|---|---|---|
| M.E. Betsy Bennett | None disclosed | None disclosed | Proxy biography lists private CFO/consulting roles; no other public boards identified |
Expertise & Qualifications
- CPA (Florida, since 1983) and Master’s in Accounting (University of South Florida) .
- Designated Audit Committee Financial Expert; deep accounting, finance, and tax expertise .
- Prior CFO experience in technology peripherals and healthcare operations; current principal of an accounting/finance consultancy .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership | 1,000 shares of common stock |
| Shares outstanding (basis) | 1,858,647 (as of Jan 10, 2025) |
| Ownership % of class | Less than 1.0% (per proxy table) |
| Vested vs. unvested shares | Not applicable; no director equity awards disclosed |
| Options (exercisable/unexercisable) | None disclosed |
| Pledged or hedged shares | Company policy prohibits hedging and pledging of company securities by directors |
| Ownership guidelines | No director stock ownership guidelines disclosed in proxy; only trading/hedging/pledging restrictions noted |
Say-on-Pay & Shareholder Feedback
| Item | Outcome/Counts |
|---|---|
| 2025 Say-on-Pay (advisory) | For 975,808; Against 85,007; Abstentions 1,983 |
| Say-on-Frequency (advisory) | 3 years selected: 939,627; 1 year: 118,563; 2 years: 508 |
Governance Assessment
- Board effectiveness: Bennett’s audit leadership and “financial expert” designation strengthen financial oversight; Audit Committee met four times and reported on auditor independence and internal controls .
- Independence and engagement: She is one of only three independent directors on a controlled-company board; attended at least 75% of meetings and the annual meeting, indicating engagement .
- Compensation structure: Purely cash-based with no equity alignment for directors; Bennett’s cash fees increased from $42,500 (FY 2023) to $45,000 (FY 2024), consistent with meeting-based fees and Audit Chair premium; absence of equity may limit direct alignment with shareholders .
- Ownership alignment: Minimal personal share ownership (1,000 shares; <1%) and no disclosed equity awards; however, strict prohibition on hedging/pledging mitigates misalignment risk .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Bennett; environment includes significant insider-related loans and a controlled-company structure (family holdings and management dominance), elevating governance risk that Audit Committee oversight must counterbalance .
- Shareholder feedback: Strong support for executive pay and triennial frequency suggests limited investor pressure on governance/compensation at present .
RED FLAGS
- Controlled company with combined Chair/CEO and majority non-independent board; only three independent directors (including Bennett) .
- No compensation committee; entire Board administers executive compensation, which may reduce independent oversight rigor .
- Historical related-party financing involving an officer/director underscores need for robust independent audit oversight (Bennett’s committee) .