Mason Wiederhorn
Fat BrandsAbout Mason Wiederhorn
Mason A. Wiederhorn (age 35) is a director of FAT Brands Inc. and has served as Chief Brand Officer since December 2021; he joined the Board in March 2023. He is a USC Marshall School of Business graduate (Business of Cinematic Arts) and sits on the board of managers of Fog Cutter Holdings LLC, FAT’s majority stockholder, creating a significant interlock with the controlling shareholder. He is the son of Chairman/CEO Andrew Wiederhorn and brother of directors/executives Thayer and Taylor Wiederhorn, indicating extensive family ties across management and the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FAT Brands Inc. | Chief Brand Officer | Dec 2021–present | Leads brand and creative initiatives across multiple concepts |
| FAT Brands Inc. | Creative Director | Prior to Dec 2021 | Creative direction for corporate brand |
| Fatburger North America Inc. | Creative Director; Videographer | Prior roles pre-FAT Brands | Creative and content roles supporting brand growth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fog Cutter Holdings LLC (majority stockholder) | Board of Managers | Ongoing | Governance interlock with controlling shareholder; Fog Cutter holds 44.1% of Class A and 55.7% of Class B, controlling 55.6% of total voting power |
Board Governance
- Independence: Not independent under NASDAQ standards; listed as “No” in director slate, and company designates itself a “controlled company” exempt from certain independence requirements .
- Committees: Not listed as a member of the Audit Committee (Collier–Chair; Child, Elenowitz, Ellis, Feinstein, Green) or Compensation Committee (Collier, Child, Elenowitz, Ellis, Feinstein, Green, Metz, Andrew Wiederhorn–Chair) .
- Attendance: Board held 25 meetings and Audit Committee held 6 in FY 2024; each incumbent director attended at least 75% of meetings (Mason included) .
- Controlled company practices: Board refreshed in March 2023 to add Fog Cutter managers (including Mason); lead independent director in place; bi-weekly Board meetings; entire Board handles nominations (no independent nominating committee) .
- Trading/hedging policy: Insider Trading Policy discourages hedging and prohibits short-sales and margining; no explicit anti-hedging ban (moderate governance weakness) .
- Clawback: Adopted clawback policy for Section 16 officers (applies to Mason) triggered by restatements over prior 3 years .
Fixed Compensation
Note: As an employee director, Mason’s compensation is disclosed under “Certain Relationships and Related Transactions” and not in the non-employee director compensation table .
| Metric | FY 2023 | FY 2024 | FY 2025 (to Oct 31) |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $500,000 |
| Bonus ($) | $1,000,000 | — (not disclosed) | — (not disclosed) |
| Director Cash Retainer ($) | — (employee director; comp disclosed elsewhere) | — (employee director; comp disclosed elsewhere) | — (employee director; comp disclosed elsewhere) |
| Standard Non-Employee Director Package (reference) | $120,000 cash + options for 30,636 shares per year (policy) | $120,000 cash + options for 30,636 shares per year (policy) | $120,000 cash + options for 30,636 shares per year (policy) |
Performance Compensation
- Disclosed performance metrics tied to Mason’s compensation: Not disclosed (no PSU/RSU performance conditions or option performance criteria provided for Mason; executive metric targets described elsewhere apply to Kuick/Rosen, not Mason) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Fog Cutter Holdings LLC | Private | Board of Managers | Major interlock; Fog Cutter is FAT’s controlling shareholder. Mason’s family members (Andrew, Taylor, Thayer) also serve as managers, creating concentrated control and potential conflicts in related-party decisions . |
| Public company directorships | — | — | None disclosed for Mason . |
Expertise & Qualifications
- Brand/creative leadership across restaurant concepts; hands-on roles in content and promotion .
- USC Marshall Business of Cinematic Arts degree; creative and marketing-oriented credentials rather than finance/audit specialization .
Equity Ownership
| Metric | Amount |
|---|---|
| Class A Common Stock Beneficially Owned (shares) | 146,735 |
| Class B Common Stock Beneficially Owned (shares) | 4,109 |
| Options exercisable or that will vest within 60 days (Class A) | 105,636 |
| Ownership % of Class A | * (less than 1%) |
| Percent of Total Voting Power | * (less than 1%) |
- Notes: Fog Cutter Holdings LLC controls 55.6% of total voting power; Mason’s personal voting power is de minimis relative to Fog Cutter’s control .
Insider Trades
| Date | Filing | Summary |
|---|---|---|
| Mar 18, 2025 | Form 4 | Statement of changes in beneficial ownership filed by Mason A. Wiederhorn (Chief Brand Officer/Director). See EDGAR index and filing for transaction details . |
Governance Assessment
- Independence and committee effectiveness: Mason is not independent and holds a senior management role (Chief Brand Officer). He is not on Audit or Compensation Committees, limiting his direct oversight role over financial reporting and pay decisions; this is appropriate given lack of independence but concentrates decision-making among insiders given controlled company status .
- Interlocks and related-party exposure (RED FLAG): Mason sits on Fog Cutter’s board of managers, alongside family members, while Fog Cutter controls majority voting power. This entrenched control structure presents sustained related-party and conflict risks, including influence over nominations and compensation without an independent nominating function .
- Family ties (RED FLAG): Extensive family involvement across executive roles (Andrew—Chairman/CEO; Taylor—CDO; Thayer—COO; Donald Berchtold—Chief Creative Officer), with multiple relatives on the Board; FAT is a controlled company, but these ties elevate governance risk and potential conflicts in oversight and succession .
- Attendance/engagement: Met the 75% attendance threshold; Board meets bi-weekly, suggesting frequent oversight touchpoints; however, independence constraints offset engagement benefits .
- Compensation alignment: Mason’s compensation is primarily fixed salary with a large FY 2023 bonus; no disclosed performance-linked RSU/PSU structures for him, and limited transparency on 2024–2025 variable pay. Employee directors do not receive standard director cash/option packages, but overall pay design for him appears more service-tenure based than performance-based (alignment risk) .
- Risk controls: Clawback policy adopted (positive), but Insider Trading Policy only discourages hedging rather than prohibiting it; margining and short-sales are prohibited (partial mitigation) .
- Additional related-party context: Andrew Wiederhorn’s consulting fees and aircraft perquisites in 2024 were substantial ($6.3178M consulting fees; $308.5K aircraft use), underscoring broader related-party exposure in the governance environment (not directly Mason’s pay but indicative of control dynamics) .
- Franchisee-director transactions: Payments from a director-owned franchisee (RREMC Restaurants LLC) under standard terms (e.g., $549,802 in FY 2024 royalties/marketing) demonstrate ongoing related-party business dealings within board composition (heightened monitoring warranted) .
Overall signal: Board effectiveness and investor confidence are constrained by non-independence, controlling shareholder interlocks, and family ties. While frequent meetings and a lead independent director offer partial safeguards, the absence of independent nomination, presence of insiders on compensation leadership (Andrew Wiederhorn as Comp Committee Chair), and limited performance linkage in employee director pay are governance red flags in a controlled company structure .
