John Metz
Fat BrandsAbout John Metz
John C. Metz (age 72) is an experienced owner, operator, and developer of restaurants and hospitality properties. He has served on the FAT Brands Inc. board since July 2023 and is currently an independent director under NASDAQ standards (independent since 2025) . Metz holds a B.S. in Hotel Administration and an MBA from Cornell University, and brings deep franchising and operations expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RREMC Restaurants, LLC | President & Owner | Current (date not disclosed) | Operates ~70 franchised restaurants, including Hurricane Dockside Grill, Denny’s, and Wahoo Seafood Grill . |
| FAT Brands Inc. | Consultant (Native Grill & Wings acquisition) | January 2022 | One-time consulting fee of $160,000 related to acquisition execution . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in the proxy biographies . |
Board Governance
- Controlled company: FAT Brands is a “controlled company” under NASDAQ; not required to have a majority independent board or an independent nominating function .
- Lead Independent Director: Mark Elenowitz serves as Lead Independent Director .
- Independence: Metz was “not independent” in 2024 but expected to become independent January 2025; listed as independent in 2025 .
- Attendance: The board met bi-weekly; in 2023 the board met 32 times and in 2024, 25 times. Each incumbent director attended at least 75% of applicable board and committee meetings in both years .
| Committee | 2023 | 2024 | 2025 |
|---|---|---|---|
| Compensation Committee | Member | Member | Member (Committee chaired by CEO Andrew Wiederhorn) . |
| Audit Committee | Not a member | Not a member | Not a member . |
| Governance Activity | 2023 | 2024 |
|---|---|---|
| Board meetings held | 32 | 25 |
| Audit Committee meetings held | 6 | 6 |
| Metz attendance | ≥75% of applicable meetings | ≥75% of applicable meetings |
Fixed Compensation
- Standard non‑employee director policy: $120,000 annual cash retainer; option grant of 30,636 shares under the 2017 Omnibus Equity Incentive Plan .
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (policy) | $120,000 | $120,000 |
| John Metz – Fees Earned in Cash ($) | $60,000 | $120,000 |
Performance Compensation
- Equity awards for directors: annual stock options (30,636 options). The proxy does not disclose specific performance metrics tied to director equity awards; grants are under the omnibus plan and treated as standard director equity compensation .
| Grant Type | Number of Options | Fair Value ($) | Vesting/Performance Metrics |
|---|---|---|---|
| Annual option award (John Metz) | 30,636 | $56,043 (2023) | Not disclosed . |
| Annual option award (John Metz) | 30,636 | $85,125 (2024) | Not disclosed . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed in proxy biographies . |
| Interlocks/relationships | Franchisee relationship: RREMC Restaurants, LLC pays FAT Brands standard royalties and marketing fees (related‑party transactions summarized below) . |
Expertise & Qualifications
- Restaurant operations and franchising across ~70 units; hands‑on owner/operator experience .
- Financial and operational management of complex organizations; hospitality sector execution experience .
- Education: B.S. Hotel Administration and MBA, Cornell University .
Equity Ownership
| Security | 2024 | 2025 | Notes |
|---|---|---|---|
| Class A Common Stock (beneficial) | 10,212 shares (includes options vesting within 60 days) | 30,636 shares (includes options vesting within 60 days) | Each represents less than 1% of Class A . |
| Class B Common Stock (beneficial) | — | — | Class B carries 2,000 votes per share, but Metz holds none . |
| Series B Preferred Stock (beneficial) | 71,306 shares | 71,306 shares | Non‑voting preferred . |
Related‑Party Transactions (Conflict Review)
| Transaction | Counterparty | Amount ($) | Period | Notes |
|---|---|---|---|---|
| Royalties + marketing fees (Hurricane Dockside Grill franchises) | RREMC Restaurants, LLC | 692,975 | FY 2023 | Standard franchise terms . |
| Royalties + marketing fees | RREMC Restaurants, LLC | 549,802 | FY 2024 | Standard franchise terms . |
| Royalties + marketing fees | RREMC Restaurants, LLC | 432,497 | FY 2025 through Oct 31, 2025 | Standard franchise terms . |
| Consulting fee (Native Grill & Wings acquisition) | John C. Metz | 160,000 | January 2022 | One‑time fee . |
Governance Assessment
- Independence and committee service: Metz became independent in 2025 and serves on the Compensation Committee, contributing operator‑level insight into restaurant economics .
- Controlled company risks: FAT is a controlled company; the Compensation Committee includes (and is chaired by) the CEO (Andrew Wiederhorn), which raises pay‑setting independence concerns despite a majority‑independent requirement for the committee .
- Attendance and engagement: Board meets frequently; Metz met the ≥75% attendance threshold in 2023–2024, supporting engagement .
- Alignment and ownership: Metz’s Class A ownership is modest (<1%) and he holds non‑voting Series B preferred shares; annual option grants add some equity alignment but are not tied to disclosed performance metrics .
- Potential conflicts (RED FLAG): Ongoing related‑party franchise payments from his company (RREMC) to FAT Brands (hundreds of thousands annually) and a prior consulting fee create a conflict of interest risk; transparency is provided and terms are described as standard, but investors should monitor committee‑level decisions for impartiality .
- Additional governance context (risk environment): The company disclosed that Chairman/CEO Andrew Wiederhorn was indicted in May 2024 on multiple federal charges, which elevates governance and oversight risk; the board has a Lead Independent Director and a fully independent Audit Committee, but compensation oversight may be perceived as less independent due to CEO chairing the committee .
Overall signal: Metz offers hands‑on franchising expertise and has transitioned to independence, but his franchisee relationship and the compensation committee’s leadership structure (CEO as chair) are notable governance risk factors that may affect investor confidence .