John Allen - Director | Fat Brands (FAT) Executive Profile & Compensation

About John Allen

John S. Allen (age 73) is an independent director of FAT Brands, serving since September 2023. He is a retired restaurant operator and former owner/operator of Pacific Way Bakery & Café, with a BA from the University of Illinois. His disclosed credentials emphasize restaurant operations, management, and finance experience .

Past Roles

Organization	Role	Tenure	Committees/Impact
Pacific Way Bakery & Café	Owner/Operator	Not disclosed	Operational leadership in restaurant management

External Roles

Organization	Role	Tenure	Committees/Impact
—	—	—	None disclosed in the proxy

Board Governance

Independence: The Board determined eight of 14 directors are independent under SEC/NASDAQ standards, including John S. Allen; Mark Elenowitz serves as Lead Independent Director .
Board structure/frequency: FAT Brands is a NASDAQ “controlled company” (majority voting power held by Fog Cutter Holdings LLC), not required to have a majority-independent board or independent nominating function; Board meets roughly bi-weekly .
Attendance: In fiscal 2024, the Board held 25 meetings; each incumbent director attended at least 75% of Board and committee meetings of which they were members .
Committee assignments: The director slate table identifies Allen as a member of the Compensation Committee , but the detailed current roster of the Compensation Committee does not list him among members (L. Collier, T. Child, M. Elenowitz, J. Ellis, P. Feinstein, M. Green, J. Metz, A. Wiederhorn as Chair) .
Audit Committee: Current members are L. Collier (Chair), T. Child, M. Elenowitz, J. Ellis, P. Feinstein, M. Green; each meets Rule 10A-3/NASDAQ independence and four are designated “financial experts” .

RED FLAGS:

Controlled company status reduces independence requirements and investor protections .

Compensation Committee includes the CEO/Chair (Andrew Wiederhorn) as Chair as of the record date, undermining independence, despite disclosure that in fiscal 2024 there were no employee directors on the committee; this shift is material for pay governance in 2025 .

Extensive family ties (Wiederhorn/Berchtold/Child) across board and management increase related-party and entrenchment risk .

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$120,000	Standard non-employee director cash compensation
Meeting fees	—	Not disclosed (no per-meeting cash cited)

Director	FY2024 Cash ($)	FY2024 Equity ($)	FY2024 Total ($)
John S. Allen	120,000	85,125 (option grant fair value)	205,125

Performance Compensation

Equity Award	Grant Size	Fair Value	Vehicle	Vesting/Terms
Annual Director Option Grant (FY2024)	30,636 sh	85,125	Stock options under 2017 Omnibus Equity Incentive Plan	General plan governs; specific director vesting schedule not disclosed in proxy

Equity timing policy: Company states awards are not timed around MNPI releases; options granted on predetermined schedules/events .
Clawback: Company adopted an incentive compensation clawback policy applicable to Section 16 officers; not specifically to directors .
Anti-hedging/short sales: Insider Trading Policy discourages hedging, prohibits short-sales and margining; quarterly trading windows apply .

Other Directorships & Interlocks

Company	Role	Committee Roles	Interlock/Conflict
—	—	—	None disclosed

Expertise & Qualifications

Restaurant operations and management experience, with finance exposure; BA from University of Illinois .
Board emphasizes his operational background and finance/management history .

Equity Ownership

Holder	Class A Shares Beneficially Owned	% Class A	Class B Shares	% Class B	Voting Power %	Vested/Exercisable Within 60 Days	Unvested Options
John S. Allen	30,636	* (<1%)	—	* (<1%)	* (<1%)	30,636 options included	61,272 options not yet vested

Series B Preferred: No holdings disclosed for Allen .
Ownership guidelines/pledging: No director ownership guidelines disclosed; margining prohibited; hedging discouraged .

Governance Assessment

Alignment: Allen’s compensation mix (cash + annual options) provides some equity alignment, but low beneficial ownership (<1%) suggests limited “skin in the game” .
Independence: Formally independent, but influence may be constrained by controlled company status and concentrated insider presence (family ties and controlling stockholder) .
Engagement: Board meets frequently; 2024 attendance threshold met by incumbents (≥75%); however, no director-specific attendance rates disclosed .
Compensation governance risk: CEO/Chair’s chairing of Compensation Committee as of record date raises concerns over pay oversight independence; substantial consulting/board fees and perquisites to CEO (e.g., $6.317M consulting fees and $308,499 aircraft perquisite in 2024) reflect permissive related-party posture by the Board environment .
Related-party exposure: No related-party transactions disclosed for Allen; broader board/management exhibits material family relationships and franchise dealings (e.g., director Metz franchising) that require ongoing monitoring by Audit Committee .

Citations: All facts above are drawn from FAT Brands Inc. DEF 14A (Nov 13, 2025): **[1705012_0001493152-25-022365_formdef14a.htm:5]** **[1705012_0001493152-25-022365_formdef14a.htm:9]** **[1705012_0001493152-25-022365_formdef14a.htm:15]** **[1705012_0001493152-25-022365_formdef14a.htm:16]** **[1705012_0001493152-25-022365_formdef14a.htm:17]** **[1705012_0001493152-25-022365_formdef14a.htm:18]** **[1705012_0001493152-25-022365_formdef14a.htm:19]** **[1705012_0001493152-25-022365_formdef14a.htm:24]** **[1705012_0001493152-25-022365_formdef14a.htm:25]** **[1705012_0001493152-25-022365_formdef14a.htm:30]** **[1705012_0001493152-25-022365_formdef14a.htm:31]** **[1705012_0001493152-25-022365_formdef14a.htm:32]** **[1705012_0001493152-25-022365_formdef14a.htm:33]** **[1705012_0001493152-25-022365_formdef14a.htm:34]** **[1705012_0001493152-25-022365_formdef14a.htm:35]**.