Michael B Flanigan
About Michael B. Flanigan
Independent director since 2005 with deep operating experience as a long-time franchisee of Flanigan’s; age 62 as of the 2025 annual meeting; brother of CEO James G. Flanigan and director Patrick J. Flanigan; the proxy does not provide his educational background. He has been President and shareholder of Twenty Seven Birds Corporation (a franchisee) since 1985, bringing hands-on restaurant operations expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flanigan’s Enterprises, Inc. (BDL) | Director | Since 2005 | No committee chair roles disclosed; not a member of Audit or Corporate Governance & Nominating Committees |
| Twenty Seven Birds Corporation (Franchisee) | President & Shareholder | Since 1985 | Operational leadership of franchise locations |
| Coconut Grove Franchise Company | Co-owner (35.24% alongside CEO) | Not specified (ongoing) | Location generated $20,324,000 gross revenues in FY2024; paid $465,000 in franchise fees to BDL (related-party exposure) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flanigan Family Stock Holdings, LLC (FFSH) | Member | Ongoing | FFSH owns 741,796 BDL shares (39.9%); managed by CEO; members include Michael B. Flanigan, reflecting family control/interlocks |
| Motta–Flanigan LLC | Not specified | Ongoing | Related entity referenced in ownership footnotes; part of broader family investment structure |
Board Governance
- Committee memberships: Not listed on Audit Committee (Bennett, Nelms, Foster) or Corporate Governance & Nominating Committee (J.G. Flanigan, Bennett, Nelms) .
- Independence: Company is a “controlled” company; independent directors are Bennett, Nelms, Foster; Michael B. Flanigan is not classified as independent .
- Attendance: Board met four times in FY2024; every director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Compensation committee: None; full Board sets executive pay due to controlled-company status .
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Annual retainer (non-employee director) | 25,000 | Standard cash retainer for non-employee directors |
| Meeting fees | 1,000 per meeting | Applies to Board and committee meetings attended |
| Audit Committee Chair premium | 10,000 | Only for Audit Chair (not applicable to Michael) |
| Total Fees Earned (Michael B. Flanigan) | 30,000 | Reported in Director Compensation Table (cash only) |
Performance Compensation
| Instrument | FY2024 Grant | Fair Value ($) | Vesting/Performance Metrics |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | None | 0 | No director equity grants disclosed |
| Options | None | 0 | Company reports no stock option plan outstanding |
| Non-equity incentive (director) | None | 0 | Directors compensated in cash retainers and meeting fees only |
The company states it does not have an equity compensation plan or outstanding stock options, limiting at‑risk, performance-linked director pay .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Not disclosed for Michael B. Flanigan in the proxy |
| Private/affiliated entities | Co-owner of Coconut Grove franchise; member of FFSH; numerous affiliated limited partnership interests receiving distributions |
| Committee roles at other entities | Not disclosed |
Expertise & Qualifications
- Multi-decade franchise operations leadership, including restaurant management economics and local market execution .
- Family business governance exposure via FFSH membership and franchise co-ownership, providing perspective on franchisee relations but also creating interlocks .
- Not designated as an audit committee financial expert; that designation resides with M.E. Betsy Bennett .
Equity Ownership
| Holder | Shares | Percent of Class | Composition/Notes |
|---|---|---|---|
| Michael B. Flanigan (beneficial ownership) | 31,712 | 1.7% | Includes 1,000 shares owned by spouse (shared power) and 650 shares owned by children (shared power as custodian) |
| Shares outstanding (reference) | 1,858,647 | — | Base used for percent-of-class calculation |
| Options (exercisable/unexercisable) | 0 | — | Company reports no stock option plan outstanding |
| Pledged shares | Prohibited by insider trading policy | — | Policy prohibits pledging and hedging by directors |
Related-Party Exposure (Selected FY2024 Data)
| Relationship | Entity | FY2024 Amount | Notes |
|---|---|---|---|
| Franchise revenue (affiliated) | Coconut Grove | 20,324,000 | Gross revenues at location co-owned by Michael and CEO |
| Franchise fees paid to BDL (affiliated) | Coconut Grove | 465,000 | Fees to BDL from the affiliated franchise |
| Distributions received by Michael from affiliated LPs | Multiple LPs | 220,825 | FY2024 distributions; FY2023 distributions were 260,900 |
Governance Assessment
- Board effectiveness: Michael brings operational franchise experience, but is not independent and holds significant related-party interests, limiting objective oversight in a controlled-company context .
- Alignment and incentives: Director pay is modest and purely cash-based ($30,000 in FY2024), with no equity or performance-linked director compensation, reducing alignment through at-risk pay; ownership of 31,712 shares (1.7%) provides some skin in the game .
- Conflicts and interlocks: Material related-party ties include co-ownership of a major franchise location and participation in multiple affiliated LPs generating distributions, as well as membership in FFSH, a vehicle controlling 39.9% of shares—these interlocks are notable and create potential for perceived or actual conflicts in franchise economics and capital allocation decisions .
- Governance structure: Company lacks a compensation committee and is classified as a controlled company; only three directors are independent. The Audit Committee exists and is chaired by an independent “financial expert,” which is a mitigating factor for financial oversight .
- Attendance/engagement: At least 75% meeting attendance in FY2024 and attendance at the 2024 Annual Meeting indicate baseline engagement .
- Risk indicators and policies: Pledging/hedging of company stock is prohibited by policy, reducing a common alignment red flag; however, the breadth of related-party transactions across franchises and LPs is a governance risk to monitor .
RED FLAGS
- Not independent; board classified as “controlled” with family dominance .
- Extensive related-party transactions and distributions involving entities in which Michael has interests, including a high-revenue franchise location co-owned with the CEO .
- No compensation committee; executive pay set by full Board in controlled-company setup, heightening pay governance risk .
Positive Signals
- Audit Committee chaired by an independent financial expert, supporting financial reporting oversight .
- Policy prohibitions on hedging and pledging .
- Documented attendance thresholds met and annual meeting participation .