Jerome Kransdorf
CHEESECAKE FACTORYAbout Jerome I. Kransdorf
Jerome I. Kransdorf, age 86, is an independent director of The Cheesecake Factory Incorporated (CAKE) who has served on the Board since 1997; he is the Lead Independent Director, chairs the Corporate Governance & Nominating Committee, and is a member of the Compensation Committee . The Board affirms his independence under Nasdaq rules; as Lead Director he presides over executive sessions, liaises between independent directors and the Chair/CEO, helps set agendas, and oversees the Board’s annual evaluation process . In FY2024, the Board held 11 meetings and all directors met at least the 75% attendance threshold; all directors attended the 2024 annual meeting except Alexander Cappello, indicating Mr. Kransdorf’s attendance at that meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JaK Direct (division of Muriel Siebert & Co., Inc.) | President Emeritus | Since 2014; employed 2001–2014 | Investment management leadership |
| J. & W. Seligman & Co. Incorporated | Senior Vice President | 1997–2001 | Investment advisory firm executive |
| Wertheim & Co. and successors | Investment and senior management roles | 1959–1997 | Long-tenured investment management |
External Roles
| Organization | Role | Public company? | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for Mr. Kransdorf in the proxy . |
Board Governance
- Independence and leadership: Independent under Nasdaq rules and currently serves as Lead Director; responsibilities include presiding over independent sessions, agenda-setting with the Chair, directing advisor retention for the Board, stockholder liaison, and leading Board/committee evaluations .
- Committee assignments: Chair, Corporate Governance & Nominating Committee; Member, Compensation Committee .
- Attendance and engagement: Board met 11 times in FY2024; independent directors held 3 executive sessions; all directors met ≥75% attendance; all directors attended the 2024 annual meeting except Mr. Cappello (implying Mr. Kransdorf attended) .
- Governance & ESG oversight: The Governance Committee recommends nominees/committee composition, oversees corporate governance standards, ESG policies/CSR practices, continuing director education, and assists with CEO succession planning .
- Compensation Committee interlocks: None—no relationships requiring Item 404 disclosure; no executive officer interlocks with other companies’ boards/comp committees in FY2024 .
- Related-party transactions: None reportable since the beginning of fiscal 2024 .
- Hedging/pledging: Company-wide prohibitions on hedging, short sales, derivatives, margin accounts, or pledging company stock (alignment-friendly) .
Fixed Compensation
Director compensation structure and Mr. Kransdorf’s FY2024 actuals.
| Component | Policy/Rate | FY2024 (Kransdorf) |
|---|---|---|
| Annual cash fee (board retainer) | $100,000 per year | $100,000 |
| Annual equity grant or cash in lieu (fully vested shares or cash) | $130,000; cash alternative allowed only if director meets ownership guidelines | $130,000 (cash; Stock Awards $0) |
| Lead Director fee | $25,000 per year | $25,000 |
| Governance Committee Chair fee | $10,000 per year | $10,000 |
| Meeting fees | None (no separate meeting fees) | — |
| Total FY2024 | — | $265,000 |
Note: Directors who have not met the stock ownership guideline are ineligible to elect the cash alternative in lieu of the annual equity grant; Mr. Kransdorf’s $0 “Stock Awards” and $130,000 cash imply he elected cash under this policy .
Performance Compensation
- Directors do not receive performance-based incentive pay; the director program consists of fixed cash retainers, committee chair fees, and either fully vested shares or cash in lieu (subject to ownership guideline rules) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Kransdorf beyond CAKE |
| Compensation Committee interlocks | None in FY2024; Comp Committee members (including Mr. Kransdorf) had no Item 404 relationships; no exec officer interlocks with other companies’ boards/comp committees |
Expertise & Qualifications
- Extensive investment management background across Wertheim & Co. (and successors), J. & W. Seligman & Co., and JaK Direct (Siebert), considered in Board/committee leadership roles .
- Lead Independent Director status with explicit oversight duties (executive sessions, evaluations, stockholder liaison), supporting board effectiveness .
- Not designated as an Audit Committee Financial Expert (those designated are Pittaway, Cappello, and Meyer) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 13,750 shares (direct) |
| % of shares outstanding | Less than 1% (as per beneficial ownership table convention; 49,448,859 shares outstanding as of Mar 24, 2025) |
| Vested vs. unvested | Not itemized for directors; non-employee directors had no outstanding options/RSUs under plan benefits table at record date |
| Options outstanding | None for non-employee directors as a group at record date |
| Pledging/hedging | Prohibited by company policy (no hedging, no margin, no pledging) |
| Director ownership guideline | 4× annual cash fee ($400,000 as of end of FY2024); 5-year compliance window for new directors |
Governance Assessment
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Strengths/signals supporting investor confidence:
- Independent Lead Director with clear responsibilities enhances oversight and board accountability .
- Governance Chair role with ESG/CSR oversight and succession involvement strengthens board processes .
- Robust anti-hedging/pledging policy; no related-party transactions disclosed in FY2024 .
- Compensation Committee interlocks absent; use of independent compensation consultant (FW Cook) for board/exec pay practices .
- Strong shareholder backing for executive pay: 98% say-on-pay approval at 2024 annual meeting .
-
Potential concerns/red flags to monitor:
- Long tenure (since 1997) and advanced age (86) can raise succession and refreshment considerations; offset by formal annual evaluations and a board-led nomination process .
- Cash in lieu of equity reduces ongoing equity accumulation pace; however, per policy, cash election is only permitted if director meets ownership guidelines, implying prior alignment achieved .
- Not designated as an Audit Committee Financial Expert; financial expertise concentrated in Audit Chair and two other directors (may be appropriate given his roles) .