Taylor Wiederhorn

About Taylor Wiederhorn

Taylor A. Wiederhorn (age 37) is FAT Brands’ Chief Development Officer (since October 2017), a director (since March 2023), and briefly served as Co‑CEO from April 29, 2025 to September 2, 2025; he holds a B.S. in Business Administration (Corporate Finance) from USC Marshall School of Business . He serves on the board of managers of Fog Cutter Holdings LLC, FAT’s majority stockholder, reflecting a controlled-company governance structure . Company TSR declined in 2024 (Year‑End value of $100 fell to 71 from 73), while the company reported negative net income, indicating pay‑versus‑performance pressure during his leadership tenure as an executive officer/director .

Company performance highlights during his period as an executive officer:

• “Thousands of new franchise locations” sold across portfolio under his development leadership (self‑reported statement on appointment) .
• FY revenue increased YoY in 2024; EBITDA fell YoY (see table below; values from S&P Global).*

*Values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

Notes:

• No employment agreement disclosed for Taylor; company states only Kuick and Rosen have written agreements .
• Upon appointment as Co‑CEO, there was no compensation change .

Performance Compensation

• No RSUs/PSUs disclosed for Taylor; incentives were primarily stock options granted under FAT’s 2017 Omnibus Equity Incentive Plan .
• Company adopted a clawback policy covering Section 16 officers (recoupment for restatement‑related erroneously awarded incentive comp over prior three years) .

Stock option awards (vesting status and repricing adjustment due to Twin Hospitality spin-off):

Option exercise activity and dilution pressure indicators:

• No option exercises by named executive officers during FY2024 (signals limited forced selling due to exercise) .
• Plan capacity: 5,000,000 shares authorized under 2017 Omnibus Plan (administered by Compensation Committee) .

Performance metric design (payout mechanics):

• For executives with agreements (Kuick/Rosen), annual bonus eligibility is tied to personal and company‑wide targets determined by the Board; single/double‑trigger CoC provisions include 100% vesting on involuntary termination without cause or resignation for good reason post‑CoC for those agreements . No such agreement terms are disclosed for Taylor.

Equity Ownership & Alignment

Beneficial ownership (record date Oct 31, 2025):

Additional alignment signals:

• Insider Trading Policy discourages hedging, prohibits short sales and margining; no explicit pledging disclosure for Taylor .
• Controlled company: Fog Cutter Holdings LLC owns 44.1% of Class A and 55.7% of Class B; 55.6% total voting power, concentrating control and potentially reducing outside shareholder influence .

Vested vs. unvested/option status:

• As of FY2024, Taylor’s disclosed option grants are fully exercisable (no unexercisable remaining in the FY2024 table) .
• Related party disclosure notes cumulative vesting in prior periods of 66,667 shares during 2023–2025 .

Employment Terms

Board Governance

• Board service history: Director since March 2023; not independent per NASDAQ standards due to management role and controlled company status .
• Committee roles: Taylor is not a member of the Audit Committee (A) or Compensation Committee (C) per director slate; employee directors are generally not on those committees .
• Board attendance: Each incumbent director attended at least 75% of Board and committee meetings in FY2024; Board met 25 times; Audit Committee met six times .
• Controlled company governance: FAT is a controlled company under NASDAQ; not required to have a majority‑independent Board nor independent nominating function; lead independent director in place; Compensation Committee required to have a majority of independent directors .
• Dual‑role implications: Taylor’s simultaneous executive and director roles, combined with familial relationships and controlled status, present independence considerations; Andrew Wiederhorn is Chairman and, since September 2025, President and CEO .

Compensation Structure Analysis

• Mix shift: Taylor’s compensation in 2022–2024 consisted of base salary and discretionary annual bonus; no new stock awards/options disclosed for him in 2023–2024 (fixed + cash bonus heavy; equity exposure primarily legacy options) .
• Option exercise price adjustments: Mechanical reduction post Twin Hospitality spin‑off to avoid economic dilution — not a repricing for underwater options; adjustment applied to all outstanding options (equitable adjustment) .
• Clawback adoption: Enhances accountability for incentive‑based pay .
• Pay‑versus‑performance context: Company TSR and net income trends were negative in 2024 per proxy disclosure, increasing scrutiny on cash bonuses absent disclosed performance metrics .

Related Party Transactions and Red Flags

• Family relationships: Taylor is son of Andrew Wiederhorn, grandson of Donald Berchtold, nephew of Tyler Child/Jacob Berchtold, and brother of Thayer/Mason Wiederhorn; the company discloses these relations and his compensation history .
• Controlled company and consulting fees: Andrew Wiederhorn, while outside consultant and director, received $6,746,249 in FY2024 and $5,830,725 through Oct 31, 2025; personal aircraft use and board fees included; he returned as President/CEO in Sept 2025 .
• Legal proceedings: 2024 proxy notes federal charges against Andrew Wiederhorn (allegations related to distributions, taxes, and reporting); governance risk for the controlling family environment .
• Option exercise price adjustment post spin-off: Broad‑based adjustment; not indicative of selective repricing .

Director Compensation (for context)

• Non‑employee director policy: $120,000 annual cash plus options to acquire 30,636 shares; employee directors’ compensation disclosed under executive/related party sections rather than the director comp table .
• Taylor, as an employee director, did not receive separate director fees in 2024 per disclosures cross‑referenced to executive/related party sections .

Company Performance Context During Tenure

Pay versus performance and company metrics:

Investment Implications

• Alignment: Taylor holds meaningful options and equity; all disclosed options were fully exercisable as of FY2024, and no exercises occurred, pointing to limited near‑term selling pressure from exercises; insider policy discourages hedging and prohibits margining; no pledging disclosed .
• Incentive quality: Lack of disclosed performance metrics/weightings for his bonus program reduces pay‑for‑performance transparency; clawback adoption offsets this partially .
• Governance risk: Controlled company with concentrated family management; independence concerns are heightened, particularly with Andrew Wiederhorn’s legal issues and consulting payments, and Taylor’s dual executive/director role — monitor say‑on‑pay outcomes and committee independence .
• Corporate actions: The option exercise price adjustment tied to the Twin Hospitality spin-off is mechanical; watch for future equity grants, vesting accelerations, or change‑of‑control terms that could increase dilution or misalign incentives .

Overall, Taylor’s incentive alignment is primarily via legacy options and direct equity ownership, but weak disclosure on bonus metrics and the controlled-company, family-led governance environment elevate execution and governance risk; traders should monitor Form 4 activity and any employment agreement changes, while fundamental investors should focus on franchise development growth translating into TSR/net income improvement .