Khanh Collins
About Khanh Collins
Independent director since 2021; age 61; currently serves on the Corporate Governance & Nominating Committee. She brings over 34 years of multi-segment restaurant industry experience, including executive roles in operations, training, and human capital management, and is CEO of Sustainable Restaurant Group (Bamboo Sushi, Sizzle Pie, Submarine Hospitality, Mr. West) since 2023 . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sustainable Restaurant Group | Chief Executive Officer | 2023–Present | Executive leadership across multiple restaurant brands |
| Thompson Hospitality (Retail Food Group) | Senior Vice President | 2019–2022 | Food service management; human capital leadership |
| The ONE Group/STK | Vice President of U.S. Operations and Global Training | 2018–2019 | U.S. operations and global training |
| Bravo Brio Restaurant Group | Chief Operating Officer and Senior Vice President | 2013–2018 | Full-service casual dining operations |
| McCormick & Schmick Seafood Restaurants | Various roles | 1996–2012 | Fine dining operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Burgerville | Director | 2024–Present | Board role disclosed |
Board Governance
- Committee assignments: Member, Corporate Governance & Nominating Committee; not a chair (Governance chair: Jerome I. Kransdorf) .
- Independence: Determined to be an independent director under Nasdaq rules .
- Attendance and engagement: In fiscal 2024, the Board held 11 meetings; independent directors held three executive sessions. All current directors attended at least 75% of aggregate Board/committee meetings while serving .
- Lead Independent Director: Jerome I. Kransdorf; CEO/Chairman duality with David Overton, with lead director structure for oversight and session leadership .
- Governance scope: Governance Committee oversees corporate governance standards, ESG policies, director education, board composition, and CEO succession planning .
Fixed Compensation
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Annual Retainer (cash) | $100,000 | Program design specifies $100,000 annual cash fee |
| Equity Grant (fully vested common shares) | $130,000 (grant-date fair value) | Annual grant or cash in lieu option; if below ownership guideline, equity grant is mandatory |
| Committee Chair Fees | $0 | Not a chair; chair fees: Compensation $12,500; Governance $10,000; Audit $15,000 |
| Lead Director Fee | $0 | Not lead director; lead director fee $25,000 |
| Meeting Fees | $0 | Company does not pay separate meeting fees |
| Total FY2024 Director Pay | $230,000 | Sum of cash/equity shown in director compensation table |
Key program features:
- Deferred compensation: Eligible to defer director fees/equity into Executive Savings Plan; no company match .
- Minimal perquisites: Reimbursement of travel; dining privileges .
- Stock ownership guideline: Minimum holdings equal to 4× annual cash fee ($400,000) within five years of appointment; equity counting includes unvested RS/RSUs for guideline purposes .
- Hedging/pledging: Prohibited for directors and employees; no margin accounts or pledges allowed .
Performance Compensation
| Item | Status | Policy Details |
|---|---|---|
| Performance-based director equity | Not applicable | Non-employee director annual equity grants are fully vested common shares (no performance metrics) |
| Dividends on unvested awards | Accrued; paid only upon vesting | Company-wide plan feature; dividends/dividend equivalents not paid on unvested awards and are forfeitable before vesting |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee Interlocks | Collins was not on the Compensation Committee in 2024 ; Company disclosed no compensation committee interlocks requiring Item 407(e)(4) disclosure in 2024 |
| Related-party transactions | No reportable related-person transactions since the beginning of fiscal 2024 |
Expertise & Qualifications
- Over 34 years of restaurant industry experience across fine casual, full-service casual, and fine dining; recognized expertise in human capital management .
- Operational and training leadership roles (e.g., VP U.S. Operations & Global Training at STK; COO/SVP at Bravo Brio) .
- CEO-level experience in multi-brand restaurant portfolio (Sustainable Restaurant Group) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Holding Type | Options/RS Outstanding | Pledging |
|---|---|---|---|---|---|
| Khanh Collins | 11,972 | <1% | All shares held directly | None held as of FY2024 year-end; non-employee directors had no options or restricted stock outstanding | Pledging prohibited by company policy |
Additional context:
- Beneficial ownership percentages based on 49,448,859 shares outstanding as of March 24, 2025 .
Governance Assessment
- Positive signals: Independence status; active role on Governance Committee; compliance environment with prohibitions on hedging/pledging; no related-party transactions disclosed; strong director ownership guidelines; and solid attendance thresholds achieved by all directors in FY2024 .
- Watch items: CEO/Chairman dual role mitigated by a designated Lead Independent Director; Collins is not on Audit or Compensation, limiting direct influence on pay or financial oversight, but her Governance Committee role covers ESG, board composition, director education, and succession planning .
- Shareholder sentiment: “Say‑on‑pay” received ~98% approval at 2024 annual meeting, indicating strong support for compensation practices (contextual governance environment) .