Michael Fleisher
About Michael Fleisher
Independent Class I director at First Watch Restaurant Group, age 60, appointed November 1, 2024; currently nominated for re‑election to a three‑year term ending at the 2028 Annual Meeting. Former CFO of Wayfair (2013–2022), Vice Chairman, Strategy & Operations and earlier EVP/CFO at Warner Music Group (2005–2011), and former CEO of Gartner (1999–2004); currently a director at Squarespace, Inc. . The Board affirmatively determined he is independent under Nasdaq rules; all committees are composed solely of independent directors .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Wayfair, Inc. | Chief Financial Officer | Oct 2013–Nov 2022 | Finance & Accounting expertise noted in Board skills matrix |
| Warner Music Group | Executive Vice President & Chief Financial Officer | 2005–2008 | Corporate governance/finance experience |
| Warner Music Group | Vice Chairman, Strategy & Operations | 2008–2011 | M&A/Business Development exposure |
| Gartner, Inc. | Chief Executive Officer | 1999–2004 | C‑suite leadership credentials |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Squarespace, Inc. | Director | Current | Committee assignments not disclosed in FWRG proxy |
Board Governance
- Board/Committee structure and independence
- Independent director; Board comprised of 10 members with all but the CEO independent; committees fully independent .
- Committee assignments: Compensation Committee member; Chair is Stephanie Lilak . Not a member of Audit or Nominating & Corporate Governance Committees per disclosures .
- Tenure and classification
- Class I director; Director since 2024; current term expired at 2025 Annual Meeting; nominated for three‑year term to 2028 .
- Attendance and engagement
- Board held 5 meetings in FY2024; Compensation Committee held 4; Audit Committee held 4; Nominating & Corporate Governance held 3. Each person serving as a director in 2024 attended at least 75% of meetings of the Board and applicable committees .
- Leadership
- Board Chair: Ralph Alvarez (independent) .
Fixed Compensation
| Period | Cash Component | Details |
|---|---|---|
| FY2024 (realized) | $17,157 fees earned | Pro‑rated annual cash retainer from Nov 1, 2024 appointment |
| FY2025 framework (policy) | $80,000 base retainer | Committee member fees: Audit $15,000; Compensation $12,500; Nominating $11,000. Committee chair fees: Audit $30,000; Compensation $25,000; Nominating $22,000 |
Performance Compensation
| Period | Equity Award Type | Grant Date FV | RSUs (#) Outstanding | Vesting |
|---|---|---|---|---|
| FY2024 (realized) | RSUs | $140,000 | 8,153 unvested RSUs as of Dec 29, 2024 | RSUs vest on first anniversary of grant date, subject to continued Board service |
| FY2024 (policy context) | RSUs | Base $100,000 grant date FV; Chair additional $50,000 | Calculated using closing price $19.25 on May 23, 2024 for the annual grant issued the day following the annual meeting | |
| Effective July 2024 (policy update) | RSUs | Base $140,000; Chair additional $60,000 | — | Same vesting terms as above |
No director performance metrics disclosed; director equity is time‑based RSUs with one‑year vesting .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Squarespace, Inc. | Director | No FWRG‑disclosed interlocks; Compensation Committee interlocks report notes none for FY2024 regarding executive officer cross‑service on external boards/committees . |
Expertise & Qualifications
- Board skills matrix indicates: Retail/Hospitality Operations (●), Consumer Marketing/Brand Building (●), Information Technology/Cybersecurity (○), Supply Chain (○), Real Estate Development (○), M&A/Business Development (●), Corporate Governance (●), Finance & Accounting (●), Human Resources (○), Legal (○), Social & Environmental Responsibility (○), C‑Suite/Executive Management (●) .
- Qualifications emphasized: extensive management expertise and leadership experience .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Derivatives/Unvested Equity | Notes |
|---|---|---|---|---|
| Michael Fleisher | — (none reported as of record date) | <1% (*) | 8,153 RSUs unvested ; 0 stock options | Shares outstanding: 60,968,674 as of record date . Insider Trading Policy prohibits pledging, hedging, margin accounts, short sales; standing/limit orders restricted . |
Governance Assessment
- Alignment and incentives
- Equity alignment via annual RSU grants ($140,000 in FY2024) with one‑year vesting; beneficial share ownership was zero as of record date, with 8,153 unvested RSUs outstanding—alignment is primarily time‑based rather than performance‑based .
- Committee influence
- As a member of the Compensation Committee, Fleisher participates in setting executive compensation policies, evaluating CEO/executive performance against corporate goals, and approving bonus/equity plans; the committee may retain independent advisers subject to independence assessments .
- Independence and conflicts
- Board affirmed independence under Nasdaq rules; not affiliated with Advent (largest shareholder), unlike certain other directors whose relationships were reviewed. Compensation Committee interlocks report disclosed none for FY2024 of the type involving cross‑service by First Watch executive officers on external boards/committees .
- Engagement and governance quality
- Board and committee activity levels (5 Board, 4 Compensation meetings in FY2024) with minimum 75% attendance met; presence of Corporate Governance Guidelines and Clawback Policy (for executive incentive compensation) and strict Insider Trading Policy (no pledging/hedging) support governance rigor .
Red Flags to monitor
- Minimal personal beneficial ownership at record date (no common shares reported), with alignment dependent on short‑term vesting RSUs; continued tracking of ownership accumulation is warranted .
- New director (appointed Nov 2024), so limited historical attendance/engagement track record at FWRG to date .