Kenneth Kuick
About Kenneth Kuick
| Attribute | Detail |
|---|---|
| Current role | Chief Financial Officer (since May 31, 2021); served as Co‑Chief Executive Officer from May 2023 to September 2025 |
| Age | 56 |
| Education & credentials | B.S. in Accounting and Business Systems (Taylor University); Certified Public Accountant |
| Prior experience | CFO, Noodles & Company (2018–2020); Chief Accounting Officer, VICI Properties (2017–2018); Chief Accounting Officer, Caesars Entertainment Operating Company; VP/Assistant Controller, Caesars Entertainment |
| External roles | CFO, Twin Hospitality Group Inc. (since Feb 2024); Interim CEO, Twin Hospitality (Mar–Apr 2025) |
Performance context (company-level):
- Pay-versus-performance shows cumulative TSR declining year-over-year and materially negative net income in 2024, framing a difficult operating backdrop for pay alignment evaluations .
| Metric (Company) | 2023 | 2024 |
|---|---|---|
| “Compensation Actually Paid” to Kuick ($) | 1,684,468 | 463,026 |
| Year-end value of $100 investment (Cumulative TSR) | 73 | 71 |
| Net Income (Loss) ($ thousands) | (90,110) | (189,847) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Noodles & Company | Chief Financial Officer | 2018–2020 | Led finance, accounting, and supply chain operations |
| VICI Properties Inc. | Chief Accounting Officer | 2017–2018 | Oversaw accounting, capital markets, treasury, internal audit, tax, external reporting |
| Caesars Entertainment Operating Co. | Chief Accounting Officer | n/d | Enterprise accounting leadership |
| Caesars Entertainment Corp. | VP, Assistant Controller | n/d | Corporate controllership support |
External Roles
| Organization | Role | Years | Scope/impact |
|---|---|---|---|
| Twin Hospitality Group Inc. | Chief Financial Officer | 2024–Present | Public subsidiary CFO |
| Twin Hospitality Group Inc. | Interim Chief Executive Officer | Mar–Apr 2025 | Interim leadership during transition |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary ($) | 532,439 | 550,000 | Contract base: $550,000; eligible for merit increases |
| Target/guaranteed bonus ($) | ≥270,000 minimum under agreement | ≥270,000 minimum under agreement | Discretionary bonus with minimum floor; based on personal and company targets |
| Actual bonus paid ($) | 1,000,000 | — | 2024 bonus not paid per SCT |
| All other compensation ($) | 1,669 | — | n/d |
Performance Compensation
Annual incentive framework (cash):
- Structure: Discretionary bonus determined by Board; contingent on personal and company‑wide targets (metrics not disclosed); guaranteed minimum $270,000 per year .
| Plan | Fiscal Year | Metric(s) | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Annual cash bonus | 2023 | Not disclosed (personal and company targets) | n/d | n/d | n/d | 1,000,000 | Paid 2023 |
| Annual cash bonus | 2024 | Not disclosed (personal and company targets) | n/d | n/d | n/d | — | n/a |
Equity awards (grants and re-issuance):
- On Dec 14, 2023, awards originally issued above plan limits in 2021 were re‑issued following shareholder approval: 50,000 restricted shares and 100,000 stock options at $11.43 (exp. 11/16/2031), “equal in all respects” to the original grants; vesting terms not specified in the 8‑K .
| Grant type | Grant/re-issue date | Shares/Options | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| Restricted shares | 12/14/2023 | 50,000 | n/a | n/a | Not specified |
| Stock options | 12/14/2023 (re-issued 2021 grant) | 100,000 | 11.43 | 11/16/2031 | Not specified |
Outstanding equity at FY2024 year-end:
| Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| Stock options | 100,000 | — | 11.43 | 11/16/2031 |
| Stock options | 16,667 | 33,333 | 5.37 | 04/26/2033 |
Additional notes:
- Option exercises: None by named executive officers in 2024 (i.e., no exercise-related selling pressure in 2024) .
Equity Ownership & Alignment
| Security | Beneficially owned | % of class | Notes |
|---|---|---|---|
| Class A Common | 233,333 shares | 1.4% | Includes options exercisable within 60 days: 133,333; excludes 16,667 unvested options |
| Class B Common | 10,000 shares | <1% | Class B carries 2,000 votes/share |
| Series B Preferred | 2,000 shares | <1% | Non‑voting preferred |
Policies and alignment safeguards:
- Insider trading policy: Quarterly trading windows; prohibits short-sales and margining of Company stock; hedging is discouraged (not strictly prohibited) .
- Clawback policy: Section 16 officers subject to 3‑year lookback upon an accounting restatement; administered by Board/Comp Committee .
Employment Terms
| Term | Kuick Employment Agreement (executed May 5, 2023) |
|---|---|
| Status | At-will employment |
| Base salary | $550,000 annually; eligible for merit-based increases |
| Annual bonus | Discretionary, with guaranteed minimum $270,000 per year; contingent on personal and Company targets |
| Equity eligibility | Eligible for stock options, stock purchase rights, and/or restricted stock as determined by Board |
| Change-in-control (CIC) | Double-trigger acceleration: upon a CIC and involuntary termination without cause or resignation for good reason (other than death/disability), 100% of then‑unvested equity vests |
| Severance | Six months of base salary if terminated without cause or resigns for good reason (outside of death/disability) |
| Benefits/PTO | Participation in employee benefit plans; expense reimbursement; 15 days paid time off per year |
Governance, Say‑on‑Pay, and Committee Oversight
- Controlled company: Majority voting power held by Fog Cutter Holdings LLC; not required to have majority‑independent board or a nominating committee under NASDAQ rules .
- Compensation Committee: Comprised of directors including independents; responsible for executive pay oversight; current roster listed with Andrew Wiederhorn as Chair .
- Say‑on‑Pay (2023 Annual Meeting): Votes For 1,742,731,549; Against 120,440,884; Abstain 5,274,423; Broker non‑votes 241,309,341 .
Compensation Structure Analysis
| Indicator | Observation |
|---|---|
| Cash vs. equity mix trend | 2023 included sizable cash bonus ($1.0M) and option grant value ($268k); 2024 shows salary only, no equity or bonus in SCT, and lower “compensation actually paid” in PVP . |
| Reliance on options vs. RSUs | Equity program includes both options and restricted shares; re‑issuance in Dec 2023 restored 50k RS and 100k options originally from 2021, suggesting emphasis on option-based incentives with some time-based equity . |
| At‑risk pay linkage | Bonus contingent on personal and company targets, but specific performance metrics/weightings not disclosed, limiting visibility on pay‑for‑performance calibration . |
| Clawback and trading controls | Restatement‑based clawback in place (3‑year lookback); hedging discouraged, short‑sales/margining prohibited—moderate alignment features . |
Investment Implications
- Pay-for-performance alignment: Kuick’s “compensation actually paid” declined sharply in 2024 alongside weaker company TSR and larger net losses, indicating directional alignment; however, opaque bonus metrics and the December 2023 re‑issuance of legacy awards temper transparency on incentive rigor .
- Retention and change-in-control risk: Six months’ cash severance and double‑trigger equity acceleration upon CIC provide moderate protection; equity overhang is manageable given current disclosed holdings but accelerated vesting would crystallize upon qualifying CIC terminations .
- Insider selling pressure: No option exercises by NEOs in 2024 reduces near‑term technical selling overhang from exercises; continued monitoring of Form 4s advisable given significant vested options .
- Ownership alignment: Kuick’s direct/derivative ownership in Class A and Class B shares supports voting alignment, with policies discouraging hedging and prohibiting margining reducing misalignment risks; no stock ownership guidelines disclosed .
- Governance context: Controlled company status and committee structure concentrate influence; 2023 say‑on‑pay passed with substantial support, but ongoing scrutiny of governance and related‑party dynamics remains prudent for risk assessment .