Donald Berchtold
FATAbout Donald J. Berchtold
Donald J. Berchtold (age 80) has served as a director of FAT Brands since March 2023 and is a long‑tenured operating executive currently serving as Chief Concept Officer (role since February 2018). He holds a B.S. in Finance and Marketing from Santa Clara University and brings 50+ years of restaurant/hospitality experience, including prior leadership roles at Fatburger North America, Fog Cutter Capital Group, and Wilshire Financial Services/Wilshire Credit .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FAT Brands Inc. | Chief Concept Officer; Director | Concept Officer since Feb 2018; Director since Mar 2023 | Strategic planning; brand leadership |
| Fatburger North America Inc. | President & Chief Operating Officer | Not disclosed | Operations leadership |
| Fog Cutter Capital Group Inc. | President & Chief Operating Officer | Not disclosed | Corporate leadership |
| Wilshire Financial Services Group Inc. and Wilshire Credit Corporation | Senior Vice President | Not disclosed | Financial/credit operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed . |
Board Governance
- Independence: Not independent under NASDAQ standards (serves as an employee director) .
- Committee assignments: Not listed on Audit Committee or Compensation Committee; Audit members are Collier (Chair), Child, Elenowitz, Ellis, Feinstein, Green; Compensation members include Collier, Child, Elenowitz, Ellis, Feinstein, Green, Metz, and Andrew Wiederhorn (Chair) .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in fiscal 2024; Board held 25 meetings; Audit Committee held six .
- Board structure: FAT is a “controlled company” (majority voting power held by Fog Cutter Holdings LLC); not required to have a majority independent board nor an independent nominating function; Mark Elenowitz serves as Lead Independent Director .
- Governance reforms (Delaware settlement commitments): Establish Related Party Transactions Committee of independent directors; Audit Committee charter enhancements; rotation of Audit Chair; independent director education; independent‑only sessions at least four times per year; oversight of Wiederhorn consulting fees; hiring independent Delaware corporate counsel for related‑party matters .
Fixed Compensation
| Component | FY 2023 | FY 2024 | FY 2025 (to Oct 31 or as disclosed) |
|---|---|---|---|
| Base Salary (employee director) | $275,000 | $275,000 | $275,000 |
Notes:
- As an employee director, compensation is disclosed under “Certain Relationships and Related Transactions”; non‑employee director retainer ($120,000 cash + annual options) applies to independent/non‑employee directors, not employee directors like Berchtold .
Performance Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Cash Bonus | $75,000 | Not disclosed | Not disclosed |
- Performance metrics tied to Mr. Berchtold’s compensation were not disclosed; for executives, the Company generally references “personal and Company‑wide targets” for eligibility, but no specific metrics are provided for Mr. Berchtold .
Other Directorships & Interlocks
| Entity | Relationship/Role | Nature of Interlock |
|---|---|---|
| Family relationships | Father of director Tyler B. Child; grandfather of executives/directors Thayer, Taylor, and Mason Wiederhorn | Extensive family ties across Board and management . |
| Fog Cutter Holdings LLC | Majority stockholder controls voting power; board of managers comprised of Andrew, Taylor, Thayer, Mason Wiederhorn | Controlled company status influences governance dynamics; not directly a role for Berchtold but relevant to board independence posture . |
Expertise & Qualifications
- 50+ years in restaurant/hospitality; former owner‑operator (dinner house, catering, food service concepts); active member in Restaurants of Oregon Association .
- Strategic planning, leadership of complex organizations, and industry operations experience .
- Education: B.S. Finance and Marketing, Santa Clara University .
Equity Ownership
| Metric (as of Oct 31, 2025 record date) | Value |
|---|---|
| Class A Shares Beneficially Owned | 233,727 (1.5%) |
| Class B Shares Beneficially Owned | 20,309 (1.6% of Class B) |
| Percent of Total Voting Power | 1.6% |
| Options exercisable or vesting within 60 days | 30,636 shares |
| Series B Preferred Shares | 0 |
- Anti‑hedging/margining: Insider Trading Policy discourages hedging and prohibits short‑sales/margining of Company stock; pledging not specifically addressed and no pledging for Berchtold is disclosed .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 compliance | Based on review of Forms 3, 4, 5, directors/officers/10% holders timely furnished required reports for FY 2024 . |
Governance Assessment
- Alignment: Meaningful ownership across both Class A and super‑voting Class B shares (1.6% total voting power) plus options indicates skin‑in‑the‑game, but Class B amplifies voting influence that may not correlate with economic stake (governance complexity in a controlled structure) .
- Independence/Committees: As a non‑independent employee director with deep family interlocks, Berchtold is not positioned on key independent oversight committees (Audit/Compensation), which concentrates oversight among independent members but leaves potential perceptions of influence via board dynamics in a controlled company .
- Attendance/Engagement: Board meeting cadence is high (bi‑weekly, 25 meetings in FY 2024), and incumbents met the ≥75% attendance threshold, supporting engagement .
- Compensation structure: Fixed salary as an employee director ($275,000 annually) and limited disclosed variable pay (one bonus in FY 2023) suggest low at‑risk compensation linkage for Berchtold; lack of disclosed performance metrics for his pay reduces pay‑for‑performance transparency .
- Governance reforms: The Delaware derivative settlement commitments strengthen related‑party oversight and independent processes (e.g., independent‑only sessions, Related Party Transactions Committee, Audit Charter enhancements), which partially mitigates controlled‑company risks .
RED FLAGS
- Controlled company with extensive family ties across Board and management (father/grandfather/sons/grandsons interlocks), elevating conflict‑of‑interest risk and potential minority shareholder disenfranchisement .
- Derivative litigation naming Berchtold among numerous current/former directors/officers; Company obligated to indemnify defense costs, potentially straining financial resources and management attention; outcome uncertain .
- Consulting arrangement and high fees paid to Andrew Wiederhorn while serving as director/consultant prior to CEO re‑appointment highlight related‑party and pay optics (though governance reforms target this area); signals heightened scrutiny on compensation oversight and related‑party transactions .
Potential Investor Implications
- Board effectiveness hinges on the robustness of independent committee oversight (Audit/Comp) and the execution of settlement‑driven governance reforms; monitoring the functioning of the new Related Party Transactions Committee is critical .
- Ownership/voting structure (Class B) plus familial interlocks can entrench control; investors should weigh governance discount risk versus operational experience and engagement levels .
- Litigation overhang introduces headline and indemnification risk; track legal developments and insurer coverage sufficiency .
