Carmen Vidal
Fat BrandsAbout Carmen Vidal
Carmen Vidal (age 53) has served on FAT Brands’ Board since March 2023. She is International Legal Counsel & Director of International Franchise Development (Europe/Middle East/North Africa) since October 2021, and previously served as Vice President of International Development. Her core credentials are in international franchising and cross‑border transactions. She is not independent under NASDAQ’s standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FAT Brands Inc. | Director | March 2023–present | Not listed on Audit or Compensation Committees |
| FAT Brands Inc. | International Legal Counsel & Director of International Franchise Development (EMEA) | Oct 2021–present | Leads international franchising/cross‑border transactions |
| FAT Brands Inc. | Vice President, International Development | Prior to Oct 2021 | International development responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed |
Board Governance
- Independence: Not independent (employee director); company is a “controlled company” under NASDAQ due to Fog Cutter Holdings LLC holding a majority of voting power.
- Committees: Not listed as a member of the Audit Committee or Compensation Committee; Audit Committee chairs/members are all independent; Compensation Committee includes both independent directors and the Chairman/CEO.
- Board meeting cadence and attendance: The Board held 25 meetings in fiscal 2024 (each incumbent attended ≥75% of meetings) and 32 meetings in fiscal 2023 (each incumbent attended ≥75%).
- Lead Independent Director: Mark Elenowitz.
Fixed Compensation
Employee-director compensation (not under standard non-employee director policy). Standard non-employee director policy is $120,000 cash + annual options for 30,636 shares, but employee-director compensation is disclosed separately.
| Year | Base Salary ($) | Bonus ($) | Notes |
|---|---|---|---|
| 2022 | 210,000 | — | Gross cash comp reported for 2022 |
| 2023 | 182,000 | 50,000 | Employee compensation disclosed as related-party |
| 2024 | 182,000 | — (not disclosed) | 2024 YTD gross cash comp reported separately as ~$197,000 through Oct 31, 2024 |
| 2025 | 182,000 | — (not disclosed) | Annual base noted by company for 2025 |
Director compensation (policy context, not applied to Vidal as an employee director):
- Annual cash retainer: $120,000; annual option award: 30,636 shares; election to take cash in stock allowed, though not elected in 2024.
Performance Compensation
| Instrument | Grant Size/Balance | Key Terms | Vesting |
|---|---|---|---|
| Stock Options (employee grants) | Aggregate options held/beneficial 30,015 (vested or vesting within 60 days) | Strike/expiration not disclosed for Vidal; issued under 2017 Omnibus Equity Incentive Plan | Vested in options totaling 16,666 over 2023–2025 (earlier disclosure indicates 25,000 since 2022) |
| RSUs/PSUs | Not disclosed | — | — |
Performance metrics tied to compensation (revenue growth, EBITDA, TSR, ESG) for directors/employees are not disclosed for Vidal; company-wide incentive plan administration noted but per-metric detail is absent for her.
Other Directorships & Interlocks
| Company | Relationship | Potential Conflict |
|---|---|---|
| None disclosed | — | — |
- Board-level interlocks exist with Fog Cutter Holdings LLC (majority holder) and multiple Wiederhorn family members as directors/executives, elevating related-party oversight needs; not specific to Vidal but relevant to board context.
Expertise & Qualifications
- International franchising and cross-border transactions; long history with FAT Brands and predecessors.
- Legal and franchise development leadership across EMEA.
Equity Ownership
| Security | Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock (beneficial) | 30,015 | <1% (*) | Footnote indicates these are options vested/vesting within 60 days |
| Class B Common Stock | — | — | No Class B holdings |
| Series B Preferred Stock | — | — | No Series B holdings |
Governance Assessment
- Strengths: Domain expertise in international franchising and legal matters, potentially valuable for cross-border franchise agreements and compliance.
- Alignment: Holds options and beneficial rights to acquire Class A shares; however, ownership remains <1%, limiting direct equity alignment magnitude.
- RED FLAGS:
- Non-independence and dual role as internal legal counsel may dilute board oversight independence for compliance/ethics topics where independent scrutiny is most critical.
- Controlled-company governance exemptions reduce requirements for independent majority and independent nominating function; compensation committee includes the Chairman/CEO as Chair, heightening risk of conflicts.
- Anti-hedging policy discourages but does not prohibit hedging, leaving room for potential misalignment practices.
- 2024 officer exculpation charter amendment further limits monetary liability for officers’ duty-of-care claims, reducing accountability at the officer level; board voted to adopt this change.
- Board-level legal risk: Chairman/CEO Andrew Wiederhorn’s 2024 federal indictment on multiple charges (tax evasion, wire fraud, false statements, etc.) is a significant governance risk that can undermine investor confidence; demands robust independent oversight—Vidal’s non-independence reduces her ability to counterbalance this risk.
Overall signal: Vidal’s operational/legal expertise is valuable, but as a non-independent, internally employed director within a controlled-company structure, she does not strengthen independent oversight or mitigate heightened related-party and legal-risk concerns.