Patrick J. Flanigan
About Patrick J. Flanigan
Independent director since 1991, age 64 as of the 2025 annual meeting; long-tenured family member and franchise operator affiliated with Flanigan’s Enterprises, Inc. through B.D. 43 Corp. (President/sole shareholder since 1985) and B.D. 15 Corp. (President/sole shareholder of GP since 1997), bringing direct operating experience from Company-franchised locations . The Board classifies only M.E. Betsy Bennett, Christopher J. Nelms, and John P. Foster as independent under NYSE American/SEC rules, indicating Patrick is not independent by the company’s determination despite the user prompt; BDL is a “controlled company” with majority ownership concentrated among insiders and family entities . All directors attended at least 75% of Board and committee meetings (4 Board meetings in FY2024) and attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flanigan’s Enterprises, Inc. | Director | Director since 1991 | Not listed on standing Board committees (Audit; Corporate Governance & Nominating), which are chaired/filled by other directors |
| B.D. 43 Corp. (Flanigan’s franchisee) | President, sole shareholder | Franchisee since 1985 | Operational oversight of franchised restaurant; related-party nexus with BDL |
| B.D. 15 Corp. (GP of Flanigan’s franchisee LP) | President, sole shareholder of GP | Since 1997 | General partner role at Fort Lauderdale location; related-party oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | Director biography and proxy materials do not list other public company directorships or external public boards for Patrick . |
Board Governance
- Committee assignments: Patrick is not a member of the Audit Committee (Bennett chair; Nelms; Foster) and not listed on the Corporate Governance & Nominating Committee (members: J.G. Flanigan, Bennett, Nelms) .
- Independence: The Board identifies only Bennett, Nelms, Foster as independent; Patrick is not classified as independent by the company under NYSE American/SEC standards; BDL is a controlled company with insiders owning >50% .
- Attendance/engagement: Board held 4 meetings in FY2024; every director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual shareholders’ meeting .
- Lead Independent Director: None designated; independent directors have direct access to management .
- Independent Committee: Board dissolved the Independent Committee on May 23, 2024 due to lack of matters requiring it .
- Hedging/pledging policy: Directors prohibited from short sales, trading derivatives on company stock, hedging, pledging, or holding securities in margin accounts .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Annual cash fees paid to Patrick ($) | $29,000 | $30,000 |
| Stock awards ($) | $0 | $0 |
| Option awards ($) | $0 | $0 |
| Meeting fee policy ($/meeting) | $1,000 per Board/committee meeting | $1,000 per Board/committee meeting |
| Annual retainer policy ($) | $25,000 non-employee director | $25,000 non-employee director |
| Audit Chair premium ($) | $10,000 (not applicable to Patrick) | $10,000 (not applicable to Patrick) |
Performance Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Non-equity incentive plan ($) | $0 | $0 | Directors compensated via fixed cash; no director incentive program disclosed |
| Equity compensation ($) | $0 | $0 | Company has no stock option plan; no equity awards outstanding |
| Performance metrics tied to director pay | None disclosed | None disclosed | No TSR/EBITDA/revenue targets tied to director compensation |
Other Directorships & Interlocks
| Entity | Relationship | FY2023 Activity | FY2024 Activity | Governance/Conflict Note |
|---|---|---|---|---|
| Pompano Beach franchise (Patrick 100% owned) | Franchisee paying fees to BDL | $8.083m revenue; $189k franchise fees | $8.111m revenue; $189k franchise fees | Direct related-party franchise; Patrick manages day-to-day operations |
| Fort Lauderdale franchise LP (Patrick GP; 25% LP) | Franchisee/LP with BDL as 25% LP | $4.897m revenue; $147k franchise fees | $5.104m revenue; $153k franchise fees | Patrick is sole GP and manages operations; overlapping ownership among BDL insiders |
Expertise & Qualifications
- Franchise operating expertise from decades running BDL-branded locations (B.D. 43 Corp since 1985; B.D. 15 Corp GP since 1997), aligned with Flanigan’s restaurant portfolio .
- Long tenure on Board since 1991; family ties to CEO/chairman (brother of James and Michael Flanigan) support institutional memory but reduce independence .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Patrick J. Flanigan | 144,264 | 7.8% | Footnote indicates shared investment power dynamics via Flanigan Family Stock Holdings (FFSH) operating agreement; rights to cause sale of up to 138,694 FFSH shares under specified procedures |
| Shares pledged as collateral | None disclosed; pledging prohibited by policy | — | Directors barred from pledging company securities |
| Options held (exercisable/unexercisable) | None; no option plan | — | Company discloses no stock option plan or outstanding options |
Related-Party Financial Flows (Patrick-specific)
| Category | FY2023 ($) | FY2024 ($) | Detail |
|---|---|---|---|
| LP distributions to Patrick (aggregate across LPs) | $76,500 | $71,025 | Distributions from Surfside, Kendall, West Miami, Wellington, Pinecrest, Pembroke Pines, Miami, Sunrise; no Miramar distributions to Patrick |
| Franchise fees from Patrick-controlled Pompano Beach to BDL | $189,000 | $189,000 | Patrick manages daily operations; direct payments to BDL |
| Franchise fees from Fort Lauderdale LP (Patrick GP/25% LP) to BDL | $147,000 | $153,000 | Overlapping ownership with BDL insiders and Company LP stake |
Governance Assessment
- Alignment and skin-in-the-game: Significant ownership (7.8%) links Patrick’s economic interests with shareholders; policy prohibits hedging/pledging, supporting alignment .
- Independence and conflicts: Board does not classify Patrick as independent; extensive related-party dealings via franchises and LPs he controls/manage create persistent conflict-of-interest exposure, though transactions are reviewed under Audit Committee related-party policy .
- Engagement and diligence: Attendance met ≥75% threshold and annual meeting participation; however, absence from key oversight committees (Audit; Governance & Nominating) may limit formal involvement in critical governance functions .
- Compensation structure: Modest fixed cash fees ($29k FY2023; $30k FY2024) with no equity grants or performance-linked director pay; reduces pay-for-performance signals but aligns with small-cap, controlled-company norms .
- Controlled company risk: Concentrated family control (including FFSH/Motta–Flanigan LLC structures) and no independent compensation committee for executives heighten governance risk and potential for preferential related-party outcomes .
RED FLAGS
- Not independent under NYSE American/SEC rules; family ties to CEO/chair/chief insiders .
- Multiple related-party franchises/LPs where Patrick is owner/GP/manager; recurring fees and distributions indicate ongoing financial entanglement with Company operations .
- Controlled company without independent compensation committee; board-level pay decisions for executives may lack independent oversight .
Mitigants
- Audit Committee of independent directors reviews/approves related-party transactions under a written policy; Audit Committee active and chaired by a financial expert .
- Prohibitions on hedging/pledging limit misalignment risks for directors .
Notes on Additional Governance Data
- Section 16(a): Company indicates all reports were timely filed in FY2024 .
- Director meeting compensation policy: $25k annual retainer; $1k per meeting; $10k Audit Chair premium; four regular Board meetings per year .
- Lead Independent Director: None designated; independent directors have direct access to management .
- Independent Committee dissolved in May 2024 due to lack of referrals .