Thayer Wiederhorn
Fat BrandsAbout Thayer Wiederhorn
Thayer D. Wiederhorn (age 37) is Chief Operating Officer (since Nov 2021) and a director of FAT Brands (since Mar 2023). He holds a B.S. in Business Administration (Finance & Business Economics) from USC and previously served as Chief Marketing Officer, VP of Marketing for Fatburger North America and Buffalo’s Franchise Concepts, and Director of Marketing, after starting his career in-store at Fatburger . Company performance context during his recent tenure shows cumulative TSR translating a $100 investment to $61 in 2022, $73 in 2023 and $71 in 2024, while net income was a loss of $126.2M (2022), $90.1M (2023) and $189.8M (2024) (thousands) . He is part of the controlling shareholder’s governance network, serving on the board of managers of Fog Cutter Holdings LLC, which holds majority voting power in FAT Brands .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FAT Brands | Chief Operating Officer | Nov 2021–present | Leads day-to-day operations and management execution of short- and long-term strategies . |
| FAT Brands | Chief Marketing Officer | Mar 2017–Nov 2021 | Oversaw global branding and marketing initiatives . |
| Fatburger North America Inc.; Buffalo’s Franchise Concepts Inc. | VP, Marketing | Jun 2012–Mar 2017 | Brand and marketing leadership across concepts . |
| Fatburger | Director of Marketing | Jul 2011–Jun 2012 | Brand marketing . |
| Fatburger | Marketing Coordinator/Brand Development Agent | 2010–2011 | Early career operational/brand work; began in restaurants and food trucks . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Fog Cutter Holdings LLC (majority stockholder of FAT) | Board of Managers member | Since Mar 2023 | Governance link to controlling shareholder . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base salary ($) | 550,000 | 550,000 | 550,000 (stated for fiscal 2025 in proxy narrative) |
| Annual cash bonus paid ($) | 1,100,000 | — | — (not disclosed) |
Notes:
- No stock or option awards were granted to Thayer in 2023–2024 per the Summary Compensation Table; the 2023 bonus was paid, but performance metrics and targets were not disclosed for Thayer .
Performance Compensation
Annual/Short-term incentives
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual cash bonus (2023) | Not disclosed | Not disclosed | Not disclosed | $1,100,000 | Paid for FY2023; no 2024 bonus . |
- The company’s proxy discloses performance targets for other executives’ agreements (e.g., Kuick) are set at the Board’s discretion with personal and company-wide goals, but no Thayer-specific target framework was disclosed .
Equity awards (options) – outstanding and pricing adjustments
| Grant date | Shares exercisable (12/29/24) | Original exercise price ($/sh) | Adjusted exercise price after Twin spin ($/sh) | Expiration | Vesting status |
|---|---|---|---|---|---|
| 10/20/2017 | 15,318 | 10.68 | 8.08 (reduced by $2.599553) | 10/20/2027 | Listed as exercisable; no unexercisable shown . |
| 12/10/2018 | 15,318 | 4.80 | 2.20 (reduced by $2.599553) | 12/10/2028 | Listed as exercisable; no unexercisable shown . |
| 11/16/2021 | 100,000 | 11.43 | 8.83 (reduced by $2.599553) | 11/16/2031 | Listed as exercisable; no unexercisable shown . |
Additional notes:
- The Board reduced option exercise prices on Mar 18, 2025 by $2.599553 per share to equitably adjust for the January 2025 spin-off dividend of Twin Hospitality Group; adjustment applied to vested and unvested options outstanding on the distribution date; no cash consideration was paid .
- Proxy narrative states Thayer vested in options to purchase an aggregate of 66,667 shares granted in previous years during 2023–2025 .
- No NEO exercised options in fiscal 2024 (limits near-term selling pressure from option exercises) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership – Class A | 277,258 shares; 1.7% of Class A outstanding . |
| Beneficial ownership – Class B | 14,652 shares; 1.2% of Class B outstanding; each Class B share has 2,000 votes . |
| Percent of total voting power | 1.2% . |
| Shares outstanding (record date 10/31/2025) | 16,668,520 Class A; 1,270,805 Class B . |
| Vested vs unvested | Option table lists only exercisable amounts for Thayer; no unexercisable options or unvested stock awards shown as of 12/29/24 . |
| Pledging/hedging | Insider Trading Policy prohibits short-sales and similar transactions and margining of Company stock; hedging is discouraged but not explicitly prohibited . No pledging disclosure specific to Thayer found in the proxy . |
| Ownership guidelines | No executive stock ownership guideline disclosures found for Thayer in the proxy excerpts . |
| Clawback | Section 16 officers (includes COO) are subject to a three-year recoupment policy in the event of a material restatement; administered by Board or Compensation Committee . |
Employment Terms
| Item | Disclosure |
|---|---|
| Employment agreement | Proxy states there are no other written employment agreements beyond those for Kenneth Kuick and Robert Rosen; none disclosed for Thayer, implying at-will employment . |
| Base salary | $550,000 for fiscal 2023, 2024, 2025 . |
| Bonus opportunity | Paid $1,100,000 for fiscal 2023; 2024 bonus not paid; targets/metrics for Thayer not disclosed . |
| Severance/CoC | No severance or change-in-control terms disclosed for Thayer (contrast with Kuick/Rosen whose agreements specify severance and full equity vesting upon certain CoC terminations) . |
| Non-compete / non-solicit | Not disclosed for Thayer . |
| Other benefits | Participates in general welfare/benefit plans . |
Board Service & Governance
- Role and tenure: Director since March 2023; employee-director and not independent under NASDAQ standards .
- Committee roles: Not listed as a member of the Audit or Compensation Committees; Audit Committee is fully independent; Compensation Committee has a majority of independent directors but is chaired by Andrew Wiederhorn (not independent) .
- Controlled company: FAT Brands is a NASDAQ “controlled company” due to Fog Cutter’s voting control; not required to have a majority-independent board or an independent nominating function; lead independent director is Mark Elenowitz .
- Board activity/attendance: Board held 25 meetings and Audit Committee held 6 meetings in fiscal 2024; each incumbent director attended at least 75% of applicable meetings .
- Director compensation: Non-employee directors receive $120,000 cash retainer and annual stock option award for 30,636 shares; employee-directors do not receive director fees (policy noted in context of Andrew Wiederhorn’s CEO re-appointment) .
Company Performance Context (for pay-for-performance assessment)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Year-end value of $100 investment (TSR) | 61 | 73 | 71 |
| Net income (loss), $ thousands | (126,188) | (90,110) | (189,847) |
Compensation Structure Analysis
- Mix shift and quantum: Thayer’s cash compensation is significant ($550k salary) with a large 2023 discretionary bonus ($1.1M) and no 2024 bonus; no new equity grants shown in 2023–2024, while legacy options remain outstanding .
- Equity award adjustments:
- December 2023 re-issuance/retention of “Excess Amounts” under the 2017 Plan amendment included Thayer’s 50,000 options at $11.43 expiring 11/16/2031, contingent on stockholder approval (reflects governance remediation but heightens dilution sensitivity) .
- March 2025 option exercise price reductions across officers/directors to equitably reflect the Twin Hospitality spin-off dividend (mechanical anti-dilution adjustment) .
- Governance design: Compensation Committee has majority independent membership but is chaired by the non-independent founder/CEO; controlled-company exemptions reduce governance checks; a sub-committee of non-employee directors is available to administer equity plans for 16b-3 compliance .
- Clawback: Adopted and applicable to Section 16 officers; three-year look-back post restatement .
Related Party Considerations and Red Flags
- Family relationships: Thayer is the son of Chairman/CEO Andrew Wiederhorn and part of an extended family with multiple executives/directors at FAT; potential perceived conflicts and independence concerns are elevated in a controlled-company context .
- Controlling shareholder: Fog Cutter Holdings LLC owns 55.6% of total voting power; Class B carries 2,000 votes per share, entrenching control dynamics .
- Pay and equity actions: Re-issuance of previously “excess” awards (subject to stockholder approval) and broad option exercise price adjustments (anti-dilution) are noteworthy; while the latter is tied to corporate action, such changes deserve investor monitoring for alignment and dilution .
- Trading/hedging policy: Short sales and margining prohibited; hedging discouraged but not categorically banned, which some investors may view as a governance gap .
Investment Implications
- Alignment and retention: With no disclosed employment agreement, Thayer appears at-will with no contractual severance/CoC protection; retention relies on cash comp and legacy options. The 2024 absence of a bonus reduces cash pay variability; lack of disclosed metric weightings limits pay-for-performance transparency .
- Selling pressure: All listed options for Thayer are exercisable (with reduced exercise prices post-spin), but no NEO option exercises occurred in 2024, and we found no pledging disclosures—near-term insider selling pressure from option exercises appeared limited in 2024 .
- Governance risk: Dual role (COO and director), controlled-company structure, family concentration in management/board, and a non-independent compensation committee chair increase governance and independence risk; however, eight of 14 directors are independent, the Audit Committee is fully independent, and a lead independent director is in place .
- Performance backdrop: Cumulative TSR outcomes (2022–2024) lag $100 par and net losses widened in 2024, which may challenge positive say-on-pay sentiment absent clearer performance linkage to incentive payouts for non-PEO NEOs like Thayer .
Overall, monitor: (1) any new 2025–2026 equity grants to Thayer and vesting conditions, (2) Form 4 activity for selling/pledging signals, (3) evolving roles and committee composition under controlled-company governance, and (4) disclosure of concrete performance metrics in future bonuses to assess pay-for-performance rigor .
