Andrew Wiederhorn

About Andrew Wiederhorn

Andrew A. Wiederhorn (age 59) is FAT Brands’ founder and has served as Chairman since inception (2017). He was President & CEO from March 2017–May 2023, served as outside consultant (May 2023–Sep 2025), and was re‑appointed President & CEO in September 2025 . He holds a B.S. in Business Administration (Finance/Entrepreneurship) from USC (1987) and previously founded Wilshire Financial Services Group and Wilshire Credit Corporation; he also led Fog Cutter Capital Group, FAT’s former parent . FAT Brands is a controlled company (Fog Cutter Holdings LLC) with concentrated voting power; Mark Elenowitz serves as Lead Independent Director . Pay-versus-performance disclosures indicate sustained net losses and weak cumulative TSR over 2022–2024 .

Past Roles

External Roles

Fixed Compensation

Notes:

• 2024 total reflects director compensation and consulting; includes option award value of $85,125 as a non-employee director grant (30,636 options) .
• In September 2025, upon re-appointment as CEO, director fees ceased; new CEO employment agreement pending (compensation under consulting continued until then) .

Performance Compensation

• Annual bonus structure (Employment Agreement dated Nov 18, 2021): Target up to 100% of base salary; maximum 300% for exceptional performance; goals comprised of personal and Company-wide targets set by the Board (specific metrics not disclosed) .
• Equity: Options and other equity awards eligible “from time to time” subject to personal and Company targets; double-trigger vesting on Change in Control (CIC) if terminated without cause or resigns for good reason; otherwise normal vesting per grant .

Additional vesting dynamics:

• Options continued vesting during consulting period (post-May 2023) while services were provided under Consulting Agreement .

Equity Ownership & Alignment

Implications:

• Continued option vesting during consulting implies potential future selling pressure upon exercises; no Form 4 sale data provided in proxy—monitor Section 16 filings for flow-through .
• Lack of explicit anti-hedging and no disclosed pledging prohibition is a governance/alignments red flag relative to best practice .

Employment Terms

Board Governance

• Board service: Director since 2017; Chairman of the Board; President & CEO (current) .
• Independence: Not independent under NASDAQ standards; company is a “controlled company” (Fog Cutter) and utilizes controlled company exemptions .
• Committee roles: Serves on Compensation Committee and is current Chairman of that committee; Audit Committee consists solely of independent directors and is chaired by Lynne Collier .
• Lead Independent Director: Mark Elenowitz .
• Board cadence and attendance: Board meets bi-weekly; in FY2024, Board held 25 meetings; each incumbent director attended ≥75% of Board/committee meetings .
• Dual-role implications: CEO + Chairman and Chair of Compensation Committee centralizes significant authority over pay decisions, heightening independence and pay-for-performance concerns despite presence of other independent committee members .

Director Compensation (for context)

• Policy: Non-employee directors receive $120,000 cash annually and an annual option grant for 30,636 shares under the 2017 Omnibus Plan .
• 2024 actual (Andrew Wiederhorn as non-employee director/consultant): $120,000 cash director fees; $85,125 option grant value; $6,317,750 consulting fees; $308,499 aircraft perqs; total $6,831,374 .

Related Party Transactions and Family Relationships

• Consulting: Paid to Fog Cutter Consulting Corp. at $1,850/hour under Consulting Agreement; 2024 gross cash compensation to Andrew totaled $6,746,249 (consulting + director fees + aircraft cost) and $5,830,725 in 2025 through Oct 31 .
• Control: Fog Cutter Holdings LLC majority voting control; Andrew sits on manager board .
• Family management roles: Thayer (COO), Taylor (CDO), Mason (Chief Brand Officer), and Donald Berchtold (Chief Creative Officer) hold senior roles; 2023 bonuses to Thayer/Taylor: $1,100,000 each; ongoing salaries/disclosures provided .
• Franchise relationship: Director John Metz’s entity (RREMC Restaurants) pays standard royalties/marketing fees; $549,802 (FY2024) and $692,975 (FY2023) .
• Investigations: Separation Agreement references pending litigation and governmental investigations; company agreed to award (advance) certain attorney fees/expenses to Andrew as permitted by law .

Compensation Structure Analysis

• Cash vs. equity mix: Heavy reliance on discretionary bonuses historically (2022 bonus $2.25M) and significant consulting fees in 2023–2025 period; limited disclosure of quantitative performance metrics for bonuses .
• Equity: Option-heavy historically with long-dated expirations; continued vesting during consulting period sustained equity accrual despite stepping aside as CEO (alignment vs. optics) .
• Governance: CEO as Chair of Compensation Committee is a notable independence concern for pay-setting, even with independent members and a lead independent director .
• Clawback: Dodd-Frank compliant clawback adopted for Section 16 officers (3-year lookback for restatements) .
• Hedging/pledging: Hedging not expressly prohibited (discouraged); margining and short sales prohibited; no explicit pledging prohibition disclosed—below best practice .

Equity Ownership & Alignment (detail table)

Employment Terms (severance/CIC specifics)

Investment Implications

• Alignment vs. control: Significant insider control via Fog Cutter (55.6% voting power) and multiple family executives provides strategic continuity but elevates governance and minority-holder risk; CEO also chairs the Compensation Committee, a material independence issue for pay governance .
• Pay-for-performance risk: Limited transparency on bonus metrics and large consulting fees during a period of negative net income and weak TSR could invite investor pushback on say-on-pay and governance proposals; clawback mitigates restitution risk on restatements .
• Trading and pressure signals: Continued option vesting through consulting and new CEO term, plus sizeable vested option overhang (161,272 exercisable within 60 days as of record date), implies potential supply upon exercises; hedging not prohibited and no pledging prohibition disclosed—monitor Form 4s for selling/hedging cues .
• Legal/optics risk: Separation Agreement’s reference to litigation/government investigations and advancement of legal fees adds headline risk; assess any updates in subsequent 8‑Ks and proxies .
• Governance mitigants: Lead Independent Director, independent Audit Committee, frequent Board meetings, and adopted clawback provide some counterbalance, but controlled company exemptions and compensation committee leadership by CEO remain core governance overhangs .