Samuel “Sandy” E. Beall III
About Samuel “Sandy” E. Beall III
Samuel “Sandy” E. Beall III, age 75, is an independent director of Falcon’s Beyond Global (FBYD) serving since the October 2023 business combination closing . He is a veteran hospitality founder and public-company CEO (25+ years), best known for founding Ruby Tuesday and later leading Morrison Inc./Ruby Tuesday, and previously served as CEO/director of FAST Acquisition Corp. II and FAST Acquisition Corp (SPACs) . The Board has affirmatively determined he is independent under Nasdaq rules and he serves on all three standing committees; he is also designated an Audit Committee “financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ruby Tuesday | Founder; later Chairman & CEO after split from Morrison Inc. | Founded 1971; retired 2012 (company history per proxy) | Grew to >800 locations across 46 states, 14 countries; ~30,000 employees |
| Morrison Inc. | President/COO; then Chairman & CEO | Progressed through 1980s–1995 | Oversaw split into Ruby Tuesday, Morrison’s Cafeteria, Morrison Health Care |
| FAST Acquisition Corp. II | CEO; Director | Since 2020 | SPAC leadership prior to FBYD combination |
| FAST Acquisition Corp. | CEO; Director | Until Sept 2022 | SPAC leadership prior to FBYD combination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Beall Investments LLC | Principal | Ongoing | Investment company principal |
| &pizza; The Meatball Shop; Mexicue; Beyond Sushi; Chow Daddy’s | Board member (private companies) | Ongoing | High-growth restaurant/consumer brands; all private |
| Blackberry Farm (luxury resort) | Co-founder | Since 1975 | Multiple industry awards/recognitions (Relais & Chateaux, Conde Nast, etc.) |
Board Governance
- Independence: Board determined Beall is independent for board and committee service (Audit, Compensation) under Nasdaq and SEC rules .
- Committee memberships: Audit, Compensation, and Nominating & Corporate Governance (member on all three) .
- Expertise: Audit Committee financial expert designation (Item 407(d) Reg S-K) .
- Attendance and engagement: FY2024 meetings held – Board (7), Audit (7), Compensation (4), Nominating & Corporate Governance (2); no director attended <75% of meetings of Board/committees on which they served .
- Executive sessions: Board and committees meet regularly without management present .
| Committee | Member | Chair? |
|---|---|---|
| Audit | Yes | Not specified |
| Compensation | Yes | Not specified |
| Nominating & Corporate Governance | Yes | Not specified |
Fixed Compensation
| Year | Cash Retainer ($) | Equity (RSUs) Award Value ($) | Chair Fees (RSUs, if applicable) | Total ($) |
|---|---|---|---|---|
| 2024 (actual) | — | 85,000 | — | 85,000 |
| 2025 Program (policy) | 50,000 | 75,000 | Audit Chair 25,000; Comp Chair 15,000; Nominating Chair 10,000 | Policy amounts |
Notes:
- Company expects cash fees to commence in 2025; 2024 director pay was equity-only under the new program .
Performance Compensation
- Structure: Non-employee director RSUs are time-based (no performance metrics disclosed for directors) .
- Hedging/Pledging: Company prohibits hedging transactions and pledging of Company stock by directors .
| Grant Date | Award Type | Shares | Vesting |
|---|---|---|---|
| Dec 26, 2024 | RSUs | 9,648 | 100% vests on first anniversary of grant date (time-based) |
No director performance metrics (e.g., revenue, EBITDA, TSR) are disclosed in connection with director compensation .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks |
|---|---|---|---|
| FAST Acquisition Corp. II | Public (SPAC) | CEO; Director | Prior SPAC sponsor relationships referenced elsewhere in FBYD filings but no direct current interlock for Beall disclosed |
| FAST Acquisition Corp | Public (SPAC) | CEO; Director (until Sept 2022) | Same as above |
| &pizza; The Meatball Shop; Mexicue; Beyond Sushi; Chow Daddy’s | Private | Director | No FBYD related-party link disclosed |
Expertise & Qualifications
- Hospitality founder/operator with nearly five decades of experience; ran a large public restaurant chain (Ruby Tuesday) and oversaw a corporate split into multiple public companies .
- Audit committee financial expert; financially literate under Nasdaq rules .
- Investor/board member across multiple growth consumer/restaurant brands; principal of Beall Investments LLC .
- Age 75; independent director since the business combination closing (October 2023) .
Equity Ownership
| As of Record Date | Class A Shares Beneficially Owned | Class B Shares Beneficially Owned | Notes |
|---|---|---|---|
| June 16, 2025 | — | — | No beneficial ownership reported; unvested RSUs outstanding separately |
| Unvested RSUs (Dec 31, 2024) | — | — | 9,648 RSUs granted 12/26/2024 (vest 100% on first anniversary) |
| Hedging/Pledging | Prohibited | Prohibited | Insider Trading Policy bans hedging/pledging |
Governance Assessment
-
Strengths:
- Independent director serving on all three committees, enhancing board effectiveness; audit committee financial expert designation supports robust oversight of financial reporting .
- Director equity grants create alignment; prohibition on hedging/pledging supports “skin-in-the-game” governance norms .
- FY2024 attendance met engagement thresholds, with active committee activity (7 Audit meetings) .
-
Risks and Considerations (Company-level exposures affecting board oversight):
- Material weaknesses in internal control previously disclosed; Deloitte audit reports included a going concern explanatory paragraph for FY2023 and FY2024, and the company changed auditors to KPMG in May 2025. Auditor transition plus going concern emphasis raises oversight sensitivity for the Audit Committee .
- Significant related-party financing with entities connected to the Executive Chairman’s family (Infinite Acquisitions Partners LLC, Katmandu Ventures, Universal Kat Holdings), including revolving credit facilities (up to $15.0M, SOFR+2.75%), term loans accruing at 8.875%–11.75%, and extensive conversions to equity units; some commitments remained unfunded as of mid-2025. These transactions were reviewed under the Related Person Transaction Policy, but they represent conflict-of-interest risk requiring rigorous Audit Committee scrutiny .
- Equity earnouts and voting arrangements (escrowed Earnout Shares/Units) across major holders could influence governance dynamics and capital structure complexity; while voting is proportionate-under-agreement, oversight of these arrangements remains important for minority investor confidence .
RED FLAGS: Company-level related-party financings with affiliates of controlling holders (family ties to Executive Chairman), auditor change following going concern emphasis, and continuing material weakness remediation demands elevated vigilance from Beall’s Audit Committee role .
Appendix: Board Activity and Shareholder Votes (context)
| Item | Outcome |
|---|---|
| FY2024 Board/Committee meetings | Board 7; Audit 7; Compensation 4; Nominating 2; ≥75% attendance by all directors |
| 2024 Annual Meeting vote results | Class I directors elected; Deloitte ratified (135,316,774 For) |
| 2025 Annual Meeting (notice/proposals) | Class II nominee (Beall) stood for election; KPMG ratification |
All data above sourced from FBYD’s DEF 14A (2024, 2025) and related 8-K filings. Citations: .