Lynne Collier
Fat BrandsAbout Lynne L. Collier
Lynne L. Collier (age 58) has served as an independent director of FAT Brands since July 2022 and as a director of FAT’s public subsidiary Twin Hospitality Group Inc. since December 2024; she is a capital markets professional with ~30 years’ experience focused on the restaurant industry, currently Managing Director at Freedom Capital Markets, with prior roles at Water Tower Research (Head of Consumer Discretionary), ICR (Managing Director, IR), and 25 years as a sell-side Consumer analyst at Loop Capital, Canaccord Genuity, and Sterne Agee; she holds a BBA in Finance (Baylor) and an MBA in Finance (TCU) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Water Tower Research, LLC | Head of Consumer Discretionary | Oct 2022 – May 2024 | Led coverage and strategy for consumer sector; deep restaurant insights |
| ICR, Inc. | Managing Director, Investor Relations | Apr 2021 – Jun 2022 | IR advisory across consumer/restaurant companies |
| Loop Capital; Canaccord Genuity; Sterne Agee | Sell-side Consumer Analyst | ~25 years | Long-tenured restaurant equity research; sector expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Freedom Capital Markets | Managing Director | Current | Capital markets coverage with restaurant focus |
| Twin Hospitality Group Inc. (public subsidiary of FAT) | Director | Since Dec 2024 | Board service at FAT’s public subsidiary |
Board Governance
- Committees: Audit Committee Chair; Compensation Committee member .
- Independence: Determined independent under SEC and NASDAQ standards; one of eight independent directors; lead independent director is Mark Elenowitz .
- Audit Committee qualifications: Collier designated an “audit committee financial expert”; Audit Committee comprises independent directors .
- Board cadence and attendance: Board held 25 meetings in fiscal 2024; Audit Committee held six; all incumbent directors attended at least 75% of aggregate Board/committee meetings; annual meeting attendance encouraged (4 in-person, others via video) .
- Controlled company context: FAT is a “controlled company” under NASDAQ due to majority voting power held by Fog Cutter Holdings LLC, exempting FAT from certain independence requirements; Board structure balances founder/management and independent oversight with a fully independent Audit Committee .
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 120,000 | Paid to non-employee directors; no meeting fees disclosed |
| Option awards (grant-date fair value) | 85,125 | Annual director grant under 2017 Omnibus Equity Incentive Plan; directors were each granted options to purchase 30,636 shares in 2024 |
| Total | 205,125 | Cash ~58.5%, equity ~41.5% (computed from disclosed values) |
Additional compensation policy details:
- Non-employee director compensation: $120,000 cash + annual stock options to acquire 30,636 shares; directors may elect stock in lieu of cash on some quarters (none elected in 2024) .
Performance Compensation
| Metric/Condition | Disclosure |
|---|---|
| Performance metrics tied to director equity awards | Not disclosed in proxy; director comp described as cash + annual stock option grants under 2017 Plan . |
| Equity plan terms | Awards issued under 2017 Omnibus Equity Incentive Plan administered by Compensation Committee and sub-committee; plan max 5,000,000 shares . |
| Clawback policy | Adopted for Section 16 officers (incentive-based compensation; 3-year lookback on restatements); not described as applying to directors . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Twin Hospitality Group Inc. | Director | No related-party transactions disclosed for Collier; interlocks primarily involve Wiederhorn family/affiliates in broader FAT structure –. |
- No Collier-specific related party transactions disclosed in “Certain Relationships and Related Transactions” –.
Expertise & Qualifications
- Capital markets and restaurant sector expertise (~30 years); extensive sell-side research background .
- Finance education: BBA (Baylor), MBA (TCU) .
- Audit Committee financial expert designation; strengthens financial reporting oversight .
Equity Ownership
| Security | Beneficial Ownership (Units) | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 71,272 | * | Includes options to purchase 61,272 shares vested/will vest within 60 days; excludes 38,728 unvested options . |
| Class B Common Stock | 0 | — | None disclosed . |
| Series B Preferred Stock | 0 | — | None disclosed . |
| Shares pledged as collateral | Not disclosed | — | No pledging disclosed in proxy –. |
Breakdown (from beneficial ownership footnotes):
- Options vested/will vest within 60 days: 61,272 shares; unvested options: 38,728 shares .
Insider Trades
| Filing Date | Form | Summary | Source |
|---|---|---|---|
| Mar 20, 2025 | Form 4 | Statement of changes in beneficial ownership (Collier Lynne Leigh) | |
| Mar 25, 2025 | Form 4 | Statement of changes in beneficial ownership (Collier Lynne Leigh) | |
| Aug 4, 2022 | Form 4 | Ownership XML indicates Collier as reporting person (stock/option grant) | |
| Insider roster summary | — | Yahoo roster flags “Stock Award (Grant)” Aug 2022 for Collier |
Note: Exact transaction share counts/prices for March 2025 filings should be referenced directly in the linked EDGAR documents; the proxy confirms annual director grants of options to acquire 30,636 shares in 2024 .
Governance Assessment
-
Strengths:
- Independent director with deep restaurant-sector and capital markets expertise; designated audit committee financial expert .
- Serves as Audit Committee Chair, overseeing financial reporting, auditor independence, and internal controls; Audit Committee fully independent .
- Board convenes frequently; documented attendance threshold met by all incumbents; Collier appears engaged via committee leadership and meeting cadence .
- Director pay mix includes meaningful equity (options), promoting alignment; 2024 total director comp $205,125 with equity grant valued at $85,125 .
-
Risks/Red Flags (company context affecting governance quality):
- Controlled company status reduces required independence (not required to have a majority-independent Board or independent nominating function) .
- Compensation Committee chaired by founder (Andrew Wiederhorn), who was a paid consultant in 2024–2025, potentially weakening perceived independence in pay oversight despite a majority of independent members; no employee directors in 2024, but founder leadership is atypical for best-practice pay governance .
- Significant family presence on Board and in management (Wiederhorn/Berchtold family), with multiple related-party relationships disclosed; although no Collier-specific conflicts, overall board dynamics carry heightened related-party exposure –.
- Insider Trading Policy discourages hedging but does not explicitly prohibit it; short-sales and margining are prohibited, which is positive but falls short of a full hedging ban often preferred by investors .
-
Net view: Collier’s audit chair role and financial expert designation bolster investor confidence in financial oversight. However, FAT’s controlled company status, founder-led Compensation Committee, and extensive family ties introduce governance risk and potential perception of conflicts—areas where Collier’s independence and committee leadership can serve as a counterbalance but may be structurally constrained –.
