Mark Elenowitz

About Mark Elenowitz

Mark Elenowitz (age 55) is an independent director at FAT Brands, serving since April 2023 and currently the Board’s Lead Independent Director. He is an Audit Committee member and Compensation Committee member, and has been designated an “audit committee financial expert.” He holds a B.S. in Finance from the University of Maryland and brings capital markets and M&A expertise from roles across investment banking and fintech .

Past Roles

Organization	Role	Tenure	Committees/Impact
Tripoint Capital Management	Managing Director	Current (as disclosed)	Capital markets leadership; financing and strategic planning
Digital Offering LLC	Managing Director	Current (as disclosed)	Online capital formation; securities distribution
Cambria Capital LLC	Managing Director	Current as of 2024 disclosure	Investment banking; capital markets
GlobexUS Holdings Corp dba Horizon Fintex	President & Co-founder	Ongoing	Fintech platform for compliant issuance/trading of electronic securities
Upstream (MERJ Exchange)	Co-creator	Ongoing	Global exchange for digital securities (WFE affiliate)

External Roles

Organization	Role	Tenure	Notes
Long Island Capital Alliance	Director	Ongoing	Regional capital alliance board service
National Investment Banking Association	Director	Ongoing	Industry association board service
DTCC Private Markets Executive Advisory Board	Member	Historical/ongoing	Advisory work on DTCC’s Digital Securities Management platform

Board Governance

Independence: Determined independent under NASDAQ rules; serves as Lead Independent Director .
Committees: Audit Committee (member); Compensation Committee (member); designated audit committee financial expert .
Controlled company: FAT is a “controlled company” (Fog Cutter Holdings LLC) and does not maintain an independent nominating committee; the full Board handles nominations .
Attendance and cadence: Board meets bi-weekly; in each of 2022–2024, all incumbent directors attended at least 75% of Board and committee meetings .
Risk oversight: Audit Committee oversees financial reporting, controls, and compliance; Compensation Committee oversees compensation-related risk .

Board Meetings and Attendance	FY 2022	FY 2023	FY 2024
Board meetings held	43	32	25
Audit Committee meetings held	4	6	6
Attendance disclosure	≥75% each incumbent	≥75% each incumbent	≥75% each incumbent

Fixed Compensation

Component	Policy/Amount	Notes
Annual cash retainer	$120,000 per non-employee director	Election to receive cash in stock allowed at quarterly payment dates (directors elected cash in 2023)
Annual equity award	Stock options to acquire 30,636 Class A shares	Granted under 2017 Omnibus Equity Incentive Plan

Director Compensation (FY 2023)	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Total ($)
Mark Elenowitz	140,000	—	58,013	198,013

Performance Compensation

Director equity awards: Options are granted annually under the plan; no performance metrics (e.g., revenue, EBITDA or TSR) disclosed for director equity awards .
Equity award timing and MNPI: Company policy avoids granting awards around MNPI release windows and discourages timing awards based on MNPI .
Clawback: Company adopted a clawback policy for Section 16 officers tied to restatements; policy administered by the Board/Comp Committee (applies to officers, not specifically to directors) .

Other Directorships & Interlocks

Company/Entity	Type	Role	Potential Interlock/Conflict
Long Island Capital Alliance	Non-profit/Private	Director	None disclosed with FAT customers/suppliers
National Investment Banking Association	Industry association	Director	None disclosed
DTCC Private Markets EAB	Advisory	Member	No FAT transactions disclosed

No other public company directorships for Elenowitz are disclosed in FAT’s proxy biographies .

Expertise & Qualifications

Finance, capital markets, and strategic planning; M&A and complex transactions .
Audit committee financial expert designation under Item 407(d)(5) of Regulation S‑K .
Public speaking and policy engagement on small-cap and Reg A topics; fintech product development experience .

Equity Ownership

Beneficial Ownership – Common Stock (as of record date)	Class A Shares	Class A %	Class B Shares	Notes
Mark Elenowitz	33,193	<1% (*)	—	Voting power dominated by Class B structure (2,000 votes/share)

Series B Preferred Stock – Beneficial Ownership	FY 2023	FY 2024	FY 2025
Shares held	486	9,686	10,200
Ownership %	<1% (*)	<1% (*)	<1% (*)

Ownership/Trading Policies:

Anti-hedging and trading restrictions: Hedging discouraged; short-sales and margining of Company stock prohibited; trading windows enforced .
Pledging: No pledging disclosures identified for Elenowitz in the retrieved materials .

Governance Assessment

Strengths
- Lead Independent Director visibility and active committee roles (Audit and Compensation) support oversight .
- Audit Committee financial expert designation enhances financial reporting oversight .
- Board cadence and disclosed attendance (≥75%) indicate consistent engagement .
Risks and RED FLAGS
- Controlled company status reduces governance safeguards (no independent nominating committee), increasing influence of controlling holder .
- Compensation Committee includes Chairman/CEO as Chairman, which may weaken independence in pay decisions; this is atypical and a governance red flag for compensation oversight quality .
- Anti‑hedging policy discourages but does not outright prohibit hedging; while short sales/margining are prohibited, allowance for some hedging could weaken alignment relative to stricter policies .
Compensation & Alignment
- 2023 mix for Elenowitz was cash-heavy ($140k cash vs. $58k option value), with equity options granted annually under policy; no performance metrics tied to director awards disclosed .
- Common and Series B preferred ownership are each <1%, offering limited direct economic alignment, though annual option grants provide incremental exposure .
Related Parties
- No Elenowitz-specific related party transactions are identified in the retrieved “Certain Relationships and Related Transactions” sections; ongoing external roles are primarily advisory/fintech and industry associations with no disclosed FAT transactions .

Overall, Elenowitz presents credible capital markets and audit expertise plus steady engagement. The controlled company structure and CEO-chaired Compensation Committee remain notable governance quality concerns for investors assessing board independence and pay oversight .