Allen Sussman

About Allen Sussman

Allen Z. Sussman is Executive Vice President, General Counsel, and Corporate Secretary of FAT Brands, serving since March 2021. He previously was a partner at Loeb & Loeb (primary outside corporate/securities counsel to FAT) and earlier served in the SEC’s Division of Enforcement; he holds a B.S. in Industrial & Labor Relations from Cornell and a J.D. from Boston University . He was 61 as of the 2025 proxy record date . Company performance during his tenure shows negative net income and weaker TSR in recent years (see table).

Past Roles

External Roles

• Not disclosed in company filings.

Fixed Compensation

• FAT’s Summary Compensation Tables for 2023–2024 do not list Sussman among named executive officers; base salary, target bonus, and cash compensation amounts are not disclosed for him .

Performance Compensation

Equity is the primary disclosed incentive for Sussman. Key awards and terms:

Additional plan-wide adjustment: following the January 2025 Twin Hospitality spin-off dividend, the Board reduced exercise prices of all outstanding options held by officers, directors, and employees by $2.599553 per share to equitably reflect the distribution; no cash consideration was paid . (A March 24, 2025 8-K itemized adjustments for several insiders; the plan-wide policy applied broadly per the 10-Q) .

Performance metrics tied to Sussman’s compensation, PSU structures, or specific incentive weightings are not disclosed for him.

Equity Ownership & Alignment

Beneficial ownership and derivatives (as of Form 3; event date 11/18/2021; filed 5/12/2022):

• Hedging/pledging: FAT discourages hedging and prohibits short-sales and margining of Company stock under its Insider Trading Policy; no specific hedging or pledging by Sussman is disclosed .
• Stock ownership guidelines or required multiples are not disclosed.

Employment Terms

Performance & Track Record

• Strategic contributions: Before joining FAT in-house, Sussman “shepherded the company through its IPO and multiple acquisitions” as outside counsel at Loeb & Loeb, indicating deep transaction and capital markets experience .
• Governance context: The company operates as a controlled company under NASDAQ rules (majority voting power held by Fog Cutter Holdings LLC), with independent Audit Committee oversight; legal and governance environment has been high-profile (e.g., 2024 disclosure of founder’s indictment), which places elevated importance on GC oversight of disclosure and compliance .

Compensation Structure Analysis

• Equity-heavy exposure with 2021 option grants (11/16/2031 expiry) and re-issued “Excess Amounts” in 2023 increases alignment to long-term equity value; the plan-wide strike reduction post-spin may lessen “underwater” pressure and improve realizable value alignment .
• Absence of a disclosed individual employment agreement, severance, or CoC terms for Sussman contrasts with CEO/CFO arrangements, implying less guaranteed protection and greater at-risk positioning tied to continued service and vesting .
• No evidence of option repricing for Sussman beyond the mechanical spin-off adjustment mandated plan-wide; company states it does not time equity awards around MNPI and adopted a clawback policy, which supports shareholder-friendly design .

Vesting Schedules and Potential Selling Pressure

• 2021 options (75,000 @ $11.43) vest 1/3 annually starting 11/16/2022; by late 2024, the grant would be fully vested, increasing potential liquidity subject to trading windows and insider policies .
• 2021 restricted shares (100,000; with 50,000 re-issued) were scheduled to vest in 2024, which, upon vesting and subject to tax/withholding and windows, adds to tradable float; specific dispositions are not disclosed in company filings reviewed .

Equity Ownership & Beneficial Interest Dynamics

• Sussman’s Form 3 shows meaningful direct/indirect holdings across Class A and Class B, plus Series B Preferred, and multiple option tranches; indirect holdings are via an LLC where he is a 50% owner and managing member .
• No disclosure of pledging; margining is prohibited; hedging discouraged by policy .

Employment & Contracts (Retention Risk)

• No disclosed individual employment agreement or severance/CoC for Sussman, unlike CEO/CFO; suggests standard at-will arrangement with retention linked to ongoing responsibilities and equity vesting .
• Subject to the company’s clawback policy as a Section 16 officer .

Investment Implications

• Alignment: Sussman’s compensation exposure is primarily equity-based (restricted shares and options), with vesting milestones around 2024; plan-wide strike adjustment following the 2025 spin-off marginally enhances in-the-money potential, improving alignment to shareholder value recovery scenarios .
• Supply risk: The completion of vesting for 2021 awards raises potential insider supply overhang; actual selling is constrained by trading windows and insider policy, and no specific Form 4 dispositions were identified in the filings reviewed here .
• Retention: The absence of a disclosed individual employment or severance agreement (vs. CEO/CFO) indicates fewer guarantees; retention likely tied to role criticality and equity value realization .
• Governance/compliance: In a controlled-company context with elevated legal scrutiny, the GC’s background (Loeb & Loeb/SEC Enforcement) is a risk mitigant; however, company-level losses and mixed TSR underscore ongoing execution and financing risks that can affect incentive value .