Jennifer C. Stetson
About Jennifer C. Stetson
Independent director since 2022 (age 45), Stetson is CFO of US Restaurant Properties and Asset Manager at SLKW Investments; she holds a BA in Economics from Harvard and is identified by the Board as an audit committee financial expert, reflecting deep finance and restaurant real estate expertise . She is independent under NASDAQ rules and currently chairs the Compensation Committee while serving on the Audit Committee; attendance in FY2024 met or exceeded the 75% threshold with four Board meetings held .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US Restaurant Properties | Chief Financial Officer | Jan 2023–present | Oversees finance for chain restaurant landlord; informs Audit/Comp perspectives |
| US Restaurant Properties | Asset Manager | Feb 2019–present | Restaurant real estate portfolio management |
| SLKW Investments | Asset Manager | 2010–present | Private/public investments; beneficial ownership link to GTIM |
| HBO Films | Production/Postproduction positions | 2004–2010 | Operational/production discipline |
| Credit Suisse First Boston | Investment Banker | 2001–2003 | Corporate finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GEANCO Foundation | Special Advisor | Not disclosed | Healthcare/education philanthropy in Africa |
Board Governance
- Current committees: Compensation (Chair), Audit (member); Audit Chair is Jason S. Maceda; Board Chair is Charles E. Jobson . Stetson is designated an audit committee financial expert by the Board .
- Independence: Board determined Stetson is independent under NASDAQ Rule 5605(a)(2) .
- Meetings/attendance: FY2024 Board held 4 meetings; Audit Committee held 4; Compensation Committee held 1. No director attended fewer than 75% of applicable meetings .
- Insider trading/hedging: Company policy prohibits hedging/monetization without CEO authorization .
- Clawback: Board adopted a Dodd‑Frank/Nasdaq-compliant clawback policy effective Nov 9, 2023, administered by the Compensation Committee .
Shareholder Vote Support (Election outcomes)
| Proposal | 2024 For | 2024 Withheld | 2025 For | 2025 Withheld |
|---|---|---|---|---|
| Election of Jennifer C. Stetson | 4,741,012 | 274,978 | 4,906,106 | 169,219 |
Fixed Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Annual cash retainer (incl. chair role cash) | $22,000 | $33,000 (comprised of $32,000 director retainer + $1,000 committee chair fee) |
| Equity (stock/RSUs/options) | $0 (none granted) | $0 (none granted) |
- Structure as of Sept 27, 2023: non‑employee directors $32,000 annually; Board Chair +$1,000; Audit Chair +$1,000; Compensation Chair +$1,000; committee members receive no additional pay . FY2024 maintained these levels; no director equity awards were granted, and no options/RSUs were outstanding for non‑employee directors as of Sept 24, 2024 .
Performance Compensation
| Metric/Instrument | Disclosure |
|---|---|
| Director equity grants (FY2023–FY2024) | None; director stock-based compensation granted on a discretionary basis, but no grants made in FY2023 or FY2024 |
| Performance metrics tied to director pay | Not disclosed; director pay comprised of fixed retainers/chair fees |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards beyond GTIM disclosed in proxy biographies |
| SLKW Investments (private) | Asset Manager | Beneficial owner of GTIM shares | Stetson is daughter‑in‑law of SLKW’s managing member and former GTIM director, Robert Stetson |
Expertise & Qualifications
| Attribute | Details |
|---|---|
| Education | BA in Economics, Harvard University |
| Technical/industry expertise | Finance, capital markets, restaurant real estate (CFO/Asset Manager), audit committee financial expert |
| Governance experience | Compensation Chair; Audit member; oversight of 2018 Omnibus Equity Incentive Plan via Compensation Committee |
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class | Breakdown/Notes |
|---|---|---|---|
| Dec 23, 2024 | 232,240 | 2.18% (based on 10,658,012 shares outstanding) | Includes 231,140 shares held by SLKW Investments, LLC; Stetson is SLKW’s Asset Manager |
| Options/RSUs (director) | 0 | — | No non‑employee director options/RSUs outstanding as of Sept 24, 2024 |
| Hedging/Pledging | Hedging prohibited without authorization; pledging not disclosed |
Governance Assessment
- Strengths: Independent director with finance/restaurant real estate credentials; designated audit committee financial expert; Compensation Chair; consistent attendance; strong shareholder support in 2024 and 2025 director elections . No related‑party transactions above SEC/Nasdaq disclosure thresholds reported since FY2023/FY2022 .
- Alignment: Meaningful beneficial ownership (2.18%), primarily via SLKW; no director equity grants or options, indicating alignment via direct holdings rather than ongoing equity awards .
- Potential conflicts (monitor): Familial relationship to SLKW’s managing member and former GTIM director (daughter‑in‑law); SLKW is a significant beneficial owner of GTIM. While no related‑party transactions meeting disclosure thresholds were reported, this interlock merits continued oversight by independent directors, especially given Stetson’s chair role on the Compensation Committee .
- Process quality: Compensation Committee has authority to engage independent compensation consultants; no specific consultant usage disclosed. The Board maintains an Insider Trading Policy and a Dodd‑Frank/Nasdaq‑compliant clawback policy, both positive governance signals .
- Shareholder input: 2024 say‑on‑pay passed; 2025 say‑on‑pay frequency received most votes for “two years,” and the company adopted biennial say‑on‑pay accordingly .
RED FLAGS
- Related‑party linkage: Family tie to SLKW Investments (beneficial holder), combined with her asset‑manager role there, presents a potential conflict—though no qualifying transactions were disclosed since FY2023; continued monitoring advisable .
- Board/committee concentration: Small board size with two‑person Compensation Committee; relies on strong independence and process rigor to avoid undue influence .
Shareholder Feedback & Votes (context)
| Item | Result |
|---|---|
| 2024 Say‑on‑Pay | For 4,834,146; Against 160,257; Abstain 21,587; Broker Non‑Votes 3,911,110 |
| 2025 Say‑on‑Pay Frequency | 1 year: 2,457,750; 2 years: 2,466,814; 3 years: 127,680; Abstain: 3,081; Broker Non‑Votes: 3,735,865. Company set frequency to two years |
Insider Trades
| Period | Form 4 Filings (GTIM) | Notes |
|---|---|---|
| 2024–2025 | 0 | No Forms 4 returned in document search for GTIM in this period [List: 0 forms] |