James Ellis
Fat BrandsAbout James G. Ellis
James G. Ellis (age 78) is an independent director of FAT Brands Inc. (appointed September 2023), with prior academic leadership as Dean of the USC Marshall School of Business (2007–June 2019) and long-standing faculty roles (Professor 1997–2021). He holds a B.B.A. from the University of New Mexico and an M.B.A. from Harvard Business School, and brings expertise in finance, marketing, financial accounting, complex transactions, and leadership of large organizations . He is designated by the FAT Board as an “audit committee financial expert” and is currently a member of the Audit and Compensation Committees; the Board deems him independent under SEC and NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USC Marshall School of Business | Dean | 2007–June 2019 | Led a top business school; leadership and management of complex organizations . |
| University of Southern California | Vice Provost, Globalization; Vice Dean, External Relations | Pre-2007 (prior to Dean appointment) | Senior university administration roles . |
| USC Marshall School of Business | Professor of Marketing | 1997–2021 (retired 2021) | Academic leadership and teaching in marketing . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Twin Hospitality Group Inc. (public subsidiary of FAT) | Director | Since Dec 2024 | Board service at FAT’s public subsidiary . |
| Mercury General Corporation | Director | Current | Continues to serve on the board (public company) . |
| J.G. Boswell Company | Director | Current | Continues to serve on the board (company noted as part of “public and private companies”) . |
Board Governance
- Independence and attendance: The Board determined Ellis is independent. In fiscal 2024, the Board met 25 times and the Audit Committee met 6 times; each incumbent director attended at least 75% of meetings of the Board and their committees .
- Committee assignments: Ellis is a member of both the Audit Committee and the Compensation Committee; the Board also designates him an “audit committee financial expert” .
- Committee chair roles: Audit Committee is chaired by Lynne L. Collier; the Compensation Committee lists Andrew A. Wiederhorn as Chairman (note: the Board is a controlled company and not required to have independent nominating/compensation structures) .
- Controlled company and governance structure: A majority of voting power is held by Fog Cutter Holdings LLC (approx. 55.6% of total voting power), so FAT is a NASDAQ “controlled company;” the company therefore is not required to have a majority-independent board or independent nominating function. Lead Independent Director is Mark Elenowitz .
| Committee | Ellis Role | Chair? | Financial Expert Status |
|---|---|---|---|
| Audit Committee | Member | No (Chair: Lynne L. Collier) . | Board designated Ellis as an “audit committee financial expert” . |
| Compensation Committee | Member | No (Chair: Andrew A. Wiederhorn) . | N/A |
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non-employee director annual cash compensation . |
| Equity – stock options (grant-size) | 30,636 options | Standard annual grant under 2017 Omnibus Equity Incentive Plan . |
| Equity – fair value | $85,125 | Grant date fair value (ASC 718) . |
| Total (Ellis, FY2024) | $205,125 | Sum of cash and option grant fair value . |
| Cash/equity election | Cash only in 2024 | Board allowed cash-in-stock election at times; in 2024 directors elected cash . |
Performance Compensation
- No director performance metrics disclosed for board pay (no bonus or PSU/TSR metric framework for directors). Equity is delivered via stock options with fixed grant size; detailed strike price/vesting terms for director grants were not disclosed in the proxy.
| Performance Metric | Weighting | Target/Definition | Outcome | Payout Impact | |---|---|---|---|---| | None disclosed | — | — | — | — |
Other Directorships & Interlocks
| Company | Relationship to FAT | Interlock/Conflict Note |
|---|---|---|
| Mercury General Corporation | Unrelated insurance company | No FAT-related transaction disclosed in proxy . |
| J.G. Boswell Company | Agricultural/land company | No FAT-related transaction disclosed in proxy . |
| Twin Hospitality Group Inc. | Public subsidiary of FAT | Board overlap expected as a subsidiary; no conflict disclosed specific to Ellis . |
The “Certain Relationships and Related Transactions” section lists transactions involving Andrew A. Wiederhorn (consulting), John C. Metz (franchisee via RREMC Restaurants), and multiple family executives; it does not list any related-party transactions involving James G. Ellis .
Expertise & Qualifications
- Finance, marketing, financial accounting, complex transactions; broad leadership credentials from USC Marshall deanship and senior administrative roles .
- Audit Committee Financial Expert designation by FAT’s Board .
- Public and private company board experience (Mercury General, J.G. Boswell; Twin Hospitality Group Inc.) .
Equity Ownership
| Security | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 30,636 shares | <1% | Figure includes options exercisable within 60 days; footnote indicates 30,636 options vested/vesting within 60 days; excludes 61,272 unvested options . |
| Class B Common Stock | — | — | None disclosed for Ellis . |
| Series B Preferred Stock | — | — | None held by Ellis . |
| Pledging/Hedging | Not disclosed for Ellis | — | Company policy discourages hedging and prohibits short sales and margining of Company stock . |
| Ownership Guidelines | Not disclosed | — | No director ownership guidelines disclosed in the proxy . |
Governance Assessment
- Strengths
- Independent director with substantial financial and academic leadership experience; designated Audit Committee Financial Expert .
- Active committee service (Audit and Compensation) and satisfactory attendance (≥75% as an incumbent director) .
- Equity component in board pay (stock options) supports alignment, albeit modest in scale relative to overall governance risks .
- Concerns / Red Flags (Board-level context, not specific to Ellis)
- Controlled company: Fog Cutter Holdings LLC holds ~55.6% of total voting power; governance exemptions apply (e.g., not required to have majority-independent board or independent nominating function) .
- Compensation Committee chaired by Andrew A. Wiederhorn (current President & CEO as of Sept 2025), which is atypical and undermines perceived independence of pay oversight, even though a majority of members are independent .
- Extensive related-party dynamics and familial ties across management and the Board (Wiederhorn and Berchtold families), plus material consulting payments and perquisites to the Chair/CEO (e.g., $6.3178M consulting fees and $308.5K aircraft usage in 2024), elevate conflict risk and may impact investor confidence .
- Related-party franchisee relationship with director John C. Metz (RREMC Restaurants, LLC) on “standard terms” indicates ongoing transactions between the company and a director’s business (fees of ~$432,497 YTD through 10/31/2025; $549,802 in FY2024; $692,975 in FY2023) .
- Net view for Ellis: No related-party transactions disclosed for Ellis; his independence, audit expertise, and committee engagement are positives. However, overarching controlled-company governance features and compensation committee leadership structure present systemic risks that can dilute board effectiveness despite the contributions of independent directors like Ellis .