William Kussell
About William Kussell
William Kussell, 66, has served as an independent director of First Watch Restaurant Group (FWRG) since December 2019 and is a Class I director up for re‑election to a term ending in 2028. He is an Operating Partner at Advent International (since 2010) and previously served as President and Chief Brand Officer of Dunkin’ Brands (2008–2010). The Board has affirmatively determined he is independent under Nasdaq rules, considering his Advent affiliation, and that the relationship does not impair independence. He brings deep restaurant, franchising, governance, and operating expertise from prior board and executive roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International | Operating Partner | Feb 2010–present | Private equity operating advisor; considered in independence review (Board concluded no impairment) |
| Dunkin’ Brands, Inc. | President & Chief Brand Officer | Jan 2008–Jan 2010 | Led brand and operations globally |
| Bojangles’, Inc. | Director; Non‑executive Chairman | Director Aug 2011–Jan 2019; Chair Jun 2016–Jan 2019 | Governance leadership as Chair |
| Extended Stay America, Inc. | Director | Jun 2010–Jun 2016 | Board oversight in hospitality sector |
External Roles
| Company/Organization | Role | Status | Tenure |
|---|---|---|---|
| Bojangles’, Inc. | Director; Non‑executive Chairman | Former | Director Aug 2011–Jan 2019; Chair Jun 2016–Jan 2019 |
| Extended Stay America, Inc. | Director | Former | Jun 2010–Jun 2016 |
| Advent International | Operating Partner | Current | Feb 2010–present |
Board Governance
- Independence, service and board structure: Independent director; Class I; director since 2019; Board entirely independent except CEO. Board concluded Advent ties (Operating Partner) do not impair independence.
- Attendance and engagement: In FY2024 each director attended at least 75% of Board and committee meetings; Board met 5 times; committees met Audit (4), Compensation (4), Nominating & Corporate Governance (3).
- Committee assignments (current and prior):
- Nominating & Corporate Governance Committee – Member (FY2024; 3 meetings; Chair: Irene Chang Britt).
- Audit Committee – Member in 2023 (FY2023 committee composition included Kussell; Chair: Julie M.B. Bradley).
| Governance Item | Detail |
|---|---|
| Board independence determination | Independent; Advent affiliation reviewed and deemed not impairing independence |
| Current committee memberships | Nominating & Corporate Governance Committee (Member) |
| Prior committee service | Audit Committee (Member, FY2023) |
| FY2024 attendance threshold | At least 75% of Board and applicable committee meetings for all directors |
Fixed Compensation
- Non‑Employee Director Compensation framework (applies to directors not employees of the Company and not employees of Advent). Mr. Kussell received cash and equity under this framework.
| Component | FY2024 Actual (Kussell) | FY2025 Policy (effective FY2025) |
|---|---|---|
| Base cash retainer | $85,833 | $80,000 (annual) |
| Committee member fees | Included in total fees above (committee rates below) | Audit: $15,000 member / $30,000 chair; Compensation: $12,500 member / $25,000 chair; Nominating & Governance: $11,000 member / $22,000 chair |
| Equity retainer (RSUs) | $100,000 grant date fair value (May 23, 2024; $19.25 close used for share calc) | Equity framework increased in July 2024 to base $140,000 (Chair +$60,000) for non‑employee directors not employed by Advent |
Notes:
- RSUs granted the day after the annual meeting; vest on first anniversary of grant, subject to continued service.
Performance Compensation
Non‑employee directors do not receive performance‑based cash or equity; RSUs vest time‑based (one year). No performance metrics or options granted to directors in FY2024.
| Metric | Weight | Applies to Director Pay? | Outcome/Notes |
|---|---|---|---|
| Financial/operational metrics (e.g., EBITDA, TSR) | N/A | No | Director RSUs are time‑based; no performance metrics used for director compensation |
Other Directorships & Interlocks
| Type | Entity | Overlap/Interlock Detail |
|---|---|---|
| Significant shareholder affiliation | Advent International | Operating Partner at Advent; Board determined this does not impair independence; Advent is FWRG’s largest shareholder (31.5% as of Mar 24, 2025). |
| Prior public boards | Bojangles’ (Chair/Director); Extended Stay America (Director) | Governance and hospitality experience; no related‑party transactions disclosed with FWRG. |
Expertise & Qualifications
- Expertise Matrix highlights: Restaurant Industry (integral), Retail/Hospitality Operations (integral), Consumer Marketing/Brand Building (integral), Supply Chain (integral), Real Estate Development (integral), Franchising (integral), Corporate Governance (integral), Finance & Accounting (meaningful), C‑suite leadership (integral). Legend: ● integral; ○ meaningful.
Equity Ownership
| Ownership Detail | Amount/Status |
|---|---|
| Total beneficial ownership | 156,253 shares (<1% of outstanding) |
| Breakdown – stock options | 98,650 options exercisable within 60 days (director option awards from pre‑IPO) |
| Breakdown – RSUs | 5,194 RSUs scheduled to settle within 60 days as of record date; unvested RSUs held as of 12/29/2024: 5,194 |
| Additional indirect | 25,000 shares (Melanie Kussell Irrevocable Trust of 2014) and 15,000 shares (David Kussell Irrevocable Trust of 2014) included in beneficial ownership |
| Shares outstanding (denominator) | 60,968,674 (as of Mar 24, 2025) |
| Pledging/hedging | Company policy prohibits pledging and hedging; no pledges disclosed for Kussell |
Board Governance Assessment
-
Strengths/signals
- Deep restaurant/franchising operating background; governance and chair experience at Bojangles’ support board oversight of a scaled, franchisable concept.
- Independent status affirmed despite Advent affiliation; committees composed entirely of independent directors.
- Attendance threshold met across FY2024; Board refreshed with two new directors in 2024 (Jemley, Fleisher), suggesting active refreshment.
-
Potential conflicts/mitigants
- Advent affiliation (largest holder 31.5%) could create perceived influence; Board explicitly evaluated and maintained independence determination; no related‑party transactions >$120,000 disclosed.
- Insider policy prohibits hedging and pledging; Clawback policy in place under Nasdaq 5608.
-
Compensation alignment
- Director pay is primarily time‑vested equity plus fixed cash retainers; equity increased for non‑employee directors not employed by Advent starting July 2024 (to $140k), but Kussell’s FY2024 stock awards totaled $100k; FY2025 cash retainers increased modestly—mix remains balanced with skin‑in‑the‑game through RSUs.
-
Red flags
- None disclosed regarding related‑party transactions, pledging, or attendance shortfalls. Continued Advent representation (multiple directors with Advent ties) warrants monitoring but is mitigated by explicit independence determinations and lack of related‑party transactions.
Overall, Kussell provides seasoned restaurant and franchising oversight with solid attendance and independent status; the primary governance consideration is Advent’s significant ownership and multiple board connections, which the Board has addressed via independence determinations and a clean related‑party record.