Jason S. Maceda
About Jason S. Maceda
Independent director since 2018 (age 56), Audit Committee Chair. He is Chief Development Officer at Inspire Brands; prior roles include President, Baskin-Robbins (2020–2022), SVP Baskin-Robbins U.S. & Canada (2017–2020), VP U.S. FP&A and Corporate Real Estate at Dunkin’ Brands (2012–2017), with earlier finance roles at Davol (C.R. Bard) and EY. He holds both an undergraduate degree and an MBA from the University of Rhode Island .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Inspire Brands | Chief Development Officer | Current (as of 2025 proxy) | Development leadership for multi-brand restaurant platform |
| Inspire Brands | SVP, Franchise Development | Oct 2022 – Jan 2024 | Franchise growth strategy |
| Baskin-Robbins (Inspire Brands) | President | Dec 2020 – Oct 2022 | P&L leadership: operations, marketing, development |
| Baskin-Robbins U.S. & Canada | Senior Vice President | Jul 2017 – Dec 2020 | Regional leadership |
| Dunkin’ Brands | VP U.S. FP&A and Corporate Real Estate | 2012 – 2017 | Finance and real estate oversight |
| Davol (C.R. Bard) | Finance department supervisory role | Prior to 2012 | Finance supervision |
| Ernst & Young | Public accounting (career start) | Early career | Audit/assurance foundation |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Operating role (private) | Inspire Brands | Chief Development Officer | Current; no other public company directorships are disclosed for Maceda in GTIM’s proxy biography . |
Board Governance
- Independence: Board determined Maceda is independent under Nasdaq rules; he is also designated an “audit committee financial expert” .
- Committees: Audit Committee (Chair); Compensation Committee not a member (Comp Committee consists of Stetson (Chair) and Jobson); Board acts as its own nominating committee .
- Post-2025 AGM committee slate: Audit—Maceda (Chair), Jobson, Stetson; Compensation—Stetson (Chair), Jobson .
- Attendance: Board held 4 meetings; no director attended fewer than 75% of Board and applicable committee meetings; Audit Committee met 4 times; Compensation Committee met once (FY ended Sep 24, 2024) .
| Governance Metric | FY2024 | Source |
|---|---|---|
| Board meetings held | 4 | |
| Audit Committee meetings | 4 | |
| Compensation Committee meetings | 1 | |
| Director attendance threshold | No director <75% | |
| Independence status | Independent | |
| Audit committee financial expert | Yes |
The Audit Committee report is signed by Chairman Jason S. Maceda, evidencing active oversight engagement .
Fixed Compensation
Policy and actual fees reflect a move to a standardized retainer beginning late FY2023.
| Metric | FY2023 (ended Sep 26, 2023) | FY2024 (ended Sep 24, 2024) |
|---|---|---|
| Annual cash retainer paid to Maceda ($) | 31,000 | 33,000 |
| Stock awards ($) | 0 | 0 |
| Total director compensation ($) | 31,000 | 33,000 |
- Structure (FY2024): Non-employee directors $32,000 annually, paid quarterly; Board Chair, Audit Chair, and Comp Chair each receive an additional $1,000 annually, paid quarterly; no additional committee member fees; no stock-based grants to directors in FY2024 .
Performance Compensation
- Equity grants to directors: None in FY2024; director stock-based compensation is discretionary and no grants were made for the period .
- Outstanding director equity: As of Sep 24, 2024, non-employee directors held no options or RSUs .
- Performance metrics tied to director pay: Not disclosed (director pay is fixed-fee; no performance linkage indicated) .
Other Directorships & Interlocks
| Category | Entity | Role/Notes |
|---|---|---|
| Public company directorships | — | None disclosed for Maceda in GTIM’s proxy biography . |
| Compensation Committee interlocks | — | Not disclosed; Compensation Committee is comprised of independent directors (Stetson, Jobson) . |
Expertise & Qualifications
- Finance and audit: Designated audit committee financial expert; extensive FP&A and real estate finance background; understanding of GAAP, internal controls, and audit committee functions .
- Restaurant industry operations and franchising: Senior leadership across Inspire Brands portfolio including Baskin-Robbins and franchise development .
- Education: Undergraduate degree and MBA, University of Rhode Island .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Jason S. Maceda (Director) | 51,291 | Under 1% of class | 10,658,012 shares outstanding as of Dec 23, 2024 |
- Derivative securities: As of Sep 24, 2024, no non-employee directors held options or RSUs .
- Hedging/monetization: Insider Trading Policy prohibits hedging/monetization transactions without prior authorization from the CEO serving as Compliance Officer .
Insider Transactions (Awards/Grants Context)
| Item (FY2024) | Status |
|---|---|
| Stock awards to non-employee directors | None granted |
| Option awards to non-employee directors | None held as of fiscal year-end |
Note: The proxy summarizes awards/holdings; it does not list Form 4 trading activity. For transaction-level data, review Section 16 filings (Forms 3/4/5), which are not detailed in the proxy .
Shareholder Voting Support (Signal)
| Director Election (Feb 20, 2025) | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Jason S. Maceda | 4,393,858 | 681,467 | 3,735,865 |
- Say-on-frequency (advisory): 2 years received the most votes (2,466,814), followed by 1 year (2,457,750), 3 years (127,680), abstain (3,081); broker non-votes (3,735,865). The company adopted a two-year cadence accordingly .
Related Party Transactions (Conflicts Check)
- Company disclosure indicates no related-party transactions (as defined by Item 404(a) of Regulation S-K) since the beginning of fiscal 2023 meeting the quantitative threshold .
Governance Assessment
Strengths
- Independence and financial acumen: Independent director; designated audit committee financial expert; chairs Audit Committee; Audit Committee met 4x and signed report—signals substantive oversight .
- Engagement: Board and committee attendance thresholds met; annual meeting attendance (2024) by all current directors except the mid-year addition—implies active participation .
- Conservative director compensation: Standardized, modest cash retainer; no equity grants in FY2024—limits misalignment and avoids option-related risk .
- Policy safeguards: Insider Trading Policy restricts hedging/monetization; Board maintains executive clawback policy (executive-focused but governance-positive context) .
Potential Risks/Watch Items
- External operating role: As a senior executive at Inspire Brands (a large multi-brand restaurant owner), monitor for time commitment strain and any competitive or business overlap risks; GTIM reports no related-party transactions to date .
- Ownership alignment: Beneficial ownership is <1% of outstanding shares; no director equity grants in FY2024; alignment relies on open-market or historical holdings rather than ongoing equity-based director pay .
Overall, Maceda brings deep restaurant/franchising and finance expertise with meaningful audit oversight credentials, stable attendance, and shareholder support; limited equity-linked pay and an outside senior operating role warrant ongoing monitoring for alignment and bandwidth .