Matthew Green
Fat BrandsAbout Matthew H. Green
Matthew H. Green (age 59) has served as an independent director of FAT Brands since July 2023, bringing 30+ years of experience as a merchant banker focused on real estate, infrastructure, and energy for institutional clients; he holds a B.S. in Business Administration from the University of Washington . He is designated independent under NASDAQ standards and serves on the Audit and Compensation Committees; he is not a committee chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy | Merchant banker (finance professional) | 30+ years | Debt finance and capital markets focus across real estate, infrastructure, energy sectors |
External Roles
| Category | Role/Company | Notes |
|---|---|---|
| Public company directorships | None disclosed | Mr. Green’s biography lists no other public company boards . |
| Private/Non-profit/Academic boards | Not disclosed | No such roles disclosed in the proxy . |
Board Governance
- Independence: The Board determined Mr. Green is independent (one of eight independent directors) under SEC and NASDAQ standards .
- Committee assignments: Member, Audit Committee (Audit Committee fully independent) ; Member, Compensation Committee (current members listed; Chairman is the CEO as of 2025) .
- Chair roles: None (Audit Chair is Lynne L. Collier; Compensation Committee Chairman is Andrew Wiederhorn) .
- Attendance and engagement: In fiscal 2024, the Board met 25 times and the Audit Committee met six times; each incumbent director attended at least 75% of applicable meetings .
- Lead Independent Director: Mark Elenowitz .
- Controlled company: FAT Brands is a “controlled company” under NASDAQ due to majority voting power held by Fog Cutter Holdings LLC, and thus is not required to have a majority-independent Board or an independent nominating function .
Fixed Compensation
| Component (Director) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard cash compensation for non-employee directors . |
| Committee/meeting fees | Not disclosed | No additional meeting fees disclosed; policy references cash + equity . |
| 2024 cash actually paid (Mr. Green) | $120,000 | Per 2024 Director Compensation table . |
Performance Compensation
| Equity Award | Detail | Grant-Date Value |
|---|---|---|
| Annual stock options | Options to purchase 30,636 shares under 2017 Omnibus Equity Incentive Plan (standard annual grant size for non-employee directors) | $85,125 (grant-date fair value, 2024) |
No performance metrics for director equity awards were disclosed; directors received option awards per the non-employee director compensation policy .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None disclosed for Mr. Green . |
| Committee roles at other publics | Not disclosed . |
| Interlocks or related-party ties | None disclosed for Mr. Green; the related-party section lists other individuals, not Mr. Green . |
Expertise & Qualifications
- 30+ years in merchant banking with focus on debt finance, capital markets, real estate, infrastructure, and energy; brings capital markets and financing expertise to FAT’s Board .
- B.S., Business Administration, University of Washington .
- Independent director serving on key oversight committees (Audit and Compensation) .
Equity Ownership
| Security | Beneficial Ownership | Percent/Notes |
|---|---|---|
| Class A Common Stock | 30,636 | Less than 1%; includes options to purchase 30,636 shares exercisable or exercisable within 60 days . |
| Class B Common Stock | None | No Class B shares reported . |
| Series B Preferred Stock | None | No Series B Preferred shares reported . |
Section 16(a) compliance: Directors and officers timely furnished Forms 3, 4, and 5 for 2024 per the proxy disclosure .
Governance Assessment
-
Positive indicators
- Independent director with capital markets and financing acumen; sits on the fully independent Audit Committee, supporting financial reporting oversight .
- Board cadence suggests high engagement (25 Board meetings in 2024; at least 75% attendance by each incumbent director) .
- Clear disclosure of director compensation structure and annual equity grant mechanics .
-
Risks and potential red flags (Board-level context)
- Controlled company: Majority voting power by Fog Cutter Holdings LLC (approx. 55.6% voting power as of record date), reducing minority shareholder influence .
- Compensation Committee composition: As of the record date, the Compensation Committee includes the Company’s CEO as Chairman—unusual from a best-practice independence standpoint, though permitted for a controlled company; Mr. Green is a member of this committee .
- Family relationships and related-party exposure on the Board and among executives (e.g., Wiederhorn and Berchtold family ties; franchise transactions with a director’s company), elevating conflict risk (no direct ties to Mr. Green disclosed) .
- Insider trading policy discourages, but does not expressly prohibit, hedging; short sales and margining are prohibited—investors may prefer explicit anti-hedging bans for directors .
Overall: Mr. Green appears independent with relevant financing expertise and Audit Committee service, supporting oversight credibility. However, broader governance risks at FAT—controlled-company status, committee independence concerns, and multiple related-party relationships—may weigh on investor confidence, even if none are attributed specifically to Mr. Green .
