Tyler Child

About Tyler Child

Independent director of FAT Brands since March 2023; age 50. Approximately 10 years of investment banking experience in Equity Capital Markets on the Syndicate Desks at JMP Securities, Banc of America Securities, and Montgomery Securities. Bachelor’s degree in Communications and Spanish from Santa Clara University. Serves on the Audit Committee and Compensation Committee; independent under NASDAQ standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
JMP Securities LLC	Equity Capital Markets – Syndicate Desk	~10 years total IB experience	Capital markets and equity syndication expertise improves board oversight of financing decisions
Banc of America Securities, LLC	Equity Capital Markets – Syndicate Desk	~10 years total IB experience	Brings large-bank process discipline and investor relations insight
Montgomery Securities	Equity Capital Markets – Syndicate Desk	~10 years total IB experience	Underwriting/syndicate experience relevant to FAT’s frequent capital raises

External Roles

Organization	Role	Tenure	Notes
None disclosed	—	—	Proxy biography lists no other public company directorships for Ms. Child

Board Governance

Independence and tenure: Independent director under NASDAQ; director since March 2023.
Committee assignments: Member, Audit Committee (chair: Lynne Collier). Member, Compensation Committee (chair: Andrew Wiederhorn).
Audit Committee independence: All Audit members are independent; financial expert designations include Collier, Elenowitz, Feinstein, Ellis (Child is not designated a “financial expert”).
Attendance: Board held 25 meetings and Audit Committee held 6 meetings in fiscal 2024; each incumbent director attended at least 75% of Board and relevant committee meetings.
Leadership and control: FAT is a “controlled company” under NASDAQ due to Fog Cutter Holdings LLC’s majority voting power; Board includes 14 directors with eight deemed independent; Mark Elenowitz serves as Lead Independent Director.
Compensation Committee composition: Required majority independent; no employee directors and no committee interlocks during FY2024; however, as of the 2025 record date the chair is the CEO (Andrew Wiederhorn), elevating conflict risk.

Fixed Compensation

Component	Amount (USD)	Notes
Annual cash retainer	$120,000	Policy for non‑employee directors; Ms. Child’s FY2024 fees were $120,000
Committee membership fees	Not disclosed	No specific committee/meeting fees disclosed for directors
Chair fees	Not applicable	Ms. Child is not a committee chair
Meeting fees	Not disclosed	No per‑meeting fees disclosed
Cash vs stock election	Cash-only in FY2024	Board allows cash paid in stock at FMV, but directors elected cash in FY2024

Performance Compensation

Component	Shares/Units	Grant Date	Grant-Date Fair Value (USD)	Strike Price	Expiration	Vesting
Stock options (annual grant)	30,636 options	Not disclosed	$85,125	Not disclosed	Not disclosed	Not disclosed (under 2017 Omnibus Equity Plan)

Director compensation policy: Annual equity award of options to acquire 30,636 shares under the 2017 Omnibus Equity Incentive Plan; equity awards are scheduled to avoid MNPI timing issues; Board/Comp Committee state they do not time awards around MNPI.
Performance metrics: No director-specific performance metrics (e.g., TSR, EBITDA) tied to director equity awards disclosed.

Performance Metric Table (Director Compensation)

Metric	Defined Target	Applies to Director Awards
TSR percentile	Not disclosed	No
Revenue/EBITDA growth	Not disclosed	No
ESG goals	Not disclosed	No

Other Directorships & Interlocks

Person	External Public Boards	Committee Roles Elsewhere	Interlocks/Conflicts
Tyler B. Child	None disclosed	—	None disclosed in proxy biography

Expertise & Qualifications

Education: BA in Communications and Spanish, Santa Clara University.
Functional expertise: Equity capital markets and investment banking (~10 years), syndicate desk operations.
Board fit: Capital markets and financing experience aligned to FAT’s complex capital structure and frequent debt/equity transactions.

Equity Ownership

Security	Shares Beneficially Owned	% of Class	Percent of Total Voting Power
Class A Common	32,179	<1% (“*”)	<1% (“*”)
Class B Common (super-voting)	154	<1% (“*”)	<1% (“*”)
Series B Preferred (non-voting)	0 (—)	—	—
Shares Outstanding (reference)	16,668,520 Class A; 1,270,805 Class B	—	—

Anti-hedging/margining: Hedging is discouraged but not prohibited; short sales and margining of company stock are prohibited. No pledging disclosure specific to Ms. Child.

Governance Assessment

Strengths
- Independent director serving on a fully independent Audit Committee; meets attendance threshold; brings capital markets expertise valuable for financing oversight.
- Board maintains charters for Audit/Compensation and posts governance codes; equity award timing policy designed to avoid MNPI optics; clawback policy for Section 16 officers adopted.
Concerns
- Controlled company status concentrates voting control at Fog Cutter Holdings LLC; eight of 14 directors are independent (not a majority requirement under NASDAQ for controlled companies).
- RED FLAG: Compensation Committee chaired by the CEO as of the 2025 record date, raising alignment and oversight concerns; while FY2024 had no employee directors on the committee, 2025 composition increases potential conflicts.
- Ms. Child is not designated an Audit Committee “financial expert,” potentially limiting depth of accounting expertise on a complex, highly levered platform.
- Low ownership alignment: beneficial ownership <1% of Class A and Class B; no disclosed director ownership guidelines or pledge/hedge prohibitions beyond policy discouragement.
Net view
- Ms. Child’s independence, attendance, and capital markets background are positives for board effectiveness. However, FAT’s controlled company governance, CEO-chaired Compensation Committee, and limited director ownership alignment present ongoing risks for investor confidence and pay-for-performance oversight.