Ryan M. Zink
About Ryan M. Zink
Ryan M. Zink, 46, is President & Chief Executive Officer of Good Times Restaurants (GTIM) and a director since September 2021; he joined GTIM in July 2017 as CFO, served as Acting CEO from October 2019, and became CEO in April 2020 . He holds a B.S. in Business Administration (Accounting & Economics) from Wichita State University, began his career at KPMG, later served at F&H Acquisition Corp. (SVP Finance, then COO of Champps) and INVISTA (Corporate Finance Director) before joining GTIM . Pay-versus-performance shows TSR (value of $100 initial investment) rising from $42 in FY2022 to $56 in FY2024 (FY2023 was $58), alongside net income improving from a $2.6M loss in FY2022 to positive $11.1M in FY2023 and $1.6M in FY2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| F&H Acquisition Corp. (Fox & Hound/Champps) | SVP Finance; later COO (Champps) | 2000–2014 | Multi-unit restaurant operations and finance leadership; company filed Chapter 11 in Dec 2013 during his tenure . |
| INVISTA (Koch Industries) | Corporate Finance Director | 2014–2017 | Corporate finance leadership at a Koch subsidiary . |
| KPMG | Auditor | Early career | Public accounting foundation (audit/assurance) . |
| Good Times Restaurants | CFO & Treasurer | Jul 2017–Oct 2019 | Led finance; elevated to Acting CEO in Oct 2019 . |
| Good Times Restaurants | Acting CEO | Oct 2019–Apr 2020 | Transition leadership before permanent CEO appointment . |
| Good Times Restaurants | President & CEO | Apr 2020–Present | Strategic and operational leadership through profitability recovery years . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Colorado Restaurant Association | Elected Board Member; VP of largest chapter | Current | Industry advocacy and network ties . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2023 | 350,000 | 41,800 | Includes communications allowance, company-paid long-term disability, and 401(k) match; 2023 also included one-time PTO program conversion payouts for NEOs . |
| 2024 | 350,000 | 18,788 | Same components as above (communications allowance, LTD, 401(k) match) . |
Performance Compensation
- Structure and metrics
- 2024 CEO bonus was discretionary ($150,000) based on the board’s assessment of individual performance; no formulaic metrics disclosed for the CEO in FY2024 .
- 2023 CEO received no annual bonus; stock awards of $4,007 (RSUs granted 11/8/2022, vest 11/8/2025) and option awards of $27,466 (grant-date FV) .
- Company has a clawback policy (effective Nov 9, 2023) aligned with SEC/Nasdaq rules; recovers excess incentive compensation after a restatement .
| Year | Incentive Type | Metric/Terms | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 | Annual cash bonus | Discretionary (board assessment) | n/a | $150,000 | Paid FY2024 . |
| 2024 | Options (FV) | Option awards granted in prior years; no 2024 repricing | n/a | $31,662 (grant-date FV) | Per original grants . |
| 2023 | Stock awards (RSUs) | RSUs granted 11/8/2022 | n/a | $4,007 (grant-date FV) | Cliff vest 11/8/2025 . |
| 2023 | Options (FV) | Option awards | n/a | $27,466 (grant-date FV) | Per original grants . |
Vesting schedules and key equity terms (CEO):
- RSUs: 1,750 RSUs vest on 11/8/2025 .
- Options:
- 80,000 options (granted 9/29/2021) vest only if 60-day VWAP ≥ $6.00; exp. 9/28/2028 .
- 20,000 options (granted 11/13/2023) vest ratably over 5 years; strike $2.51; exp. 11/13/2033 .
- 20,000 options (granted 11/8/2022) split: 4,000 exercisable / 16,000 unexercisable at FY2024; vest ratably over 5 years; strike $3.00; exp. 11/8/2032 .
- Legacy options fully vested: 15,000 (strike $5.00, exp. 10/12/2028), 12,876 (strike $4.66, exp. 11/16/2028), 90,000 (strike $2.33, exp. 12/23/2027) .
Insider selling pressure outlook:
- At FY2024 year-end stock price $2.90, only the $2.33 strike 90,000 options were in-the-money (approx. $0.57 intrinsic value per share → ~$51,300 intrinsic value), while strikes at $3.00, $4.66, $5.00, and the $6.00 price-vest threshold were out-of-the-money, tempering near-term exercise-driven selling pressure absent share price appreciation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 257,235 shares (2.38% of 10,658,012 shares outstanding as of 12/23/2024) . |
| Components | Includes 129,876 shares underlying presently exercisable options and 6,300 shares in spouse’s account . |
| Unvested/Unexercisable | 16,000 (Nov 2022 options), 20,000 (Nov 2023 options), 80,000 (price-vest at $6 VWAP), and 1,750 RSUs (vest 11/8/2025) . |
| Hedging/pledging | Insider Trading Policy prohibits hedging/monetization transactions without prior authorization by the Compliance Officer (the CEO) . No specific pledging disclosure was noted in the proxy . |
| Director pay | Zink receives no additional compensation for board service (only for non-employee directors) . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Second Amended & Restated Employment Agreement dated 12/24/2020; First Amendment 9/28/2022; auto-renews annually (most recent extension 9/28/2024) . |
| Base salary (minimum) | $350,000; may be increased but not decreased based on board performance review . |
| Bonus/Equity eligibility | Eligible for performance cash bonuses and equity awards at board discretion; also eligible for standard executive benefits . |
| Severance (no CIC specific terms disclosed) | If terminated without cause, for good reason, company breach, death/disability: (1) 12 months base salary and 12 months COBRA premiums; (2) time-vested options accelerate; (3) price-vested options retained to expiration (no early forfeiture) . |
| Clawback | Policy effective 11/9/2023 for excess incentive comp after restatements, per SEC/Nasdaq rules . |
Board Governance
- Role and independence: Zink is a management director (not independent under Nasdaq rules) .
- Leadership structure: Roles of CEO and Chairman are separated; Chairman is Charles E. Jobson (independent) .
- Committees: Two standing committees—Audit (Maceda Chair; Jobson; Stetson) and Compensation (Stetson Chair; Jobson). Zink is not a committee member .
- Committee activity: Audit met 4 times in FY2024; Compensation met once in FY2024; all committee members independent; multiple audit committee financial experts identified .
- Attendance: Four board meetings in FY2024; no director attended fewer than 75% of applicable meetings .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| TSR – Value of $100 initial investment (end of period) ($) | 42 | 58 | 56 |
| Net income (loss) ($ thousands) | (2,641) | 11,086 | 1,613 |
- Management commentary notes TSR improvement from FY2022 to FY2024 alongside improvement from loss to profitability, with positive net income again in FY2024 .
Compensation Committee Analysis
- Independence and authority: All Compensation Committee members are independent; committee oversees CEO/NEO pay, may hire independent advisors, and administers the 2018 Omnibus Equity Incentive Plan .
- Process notes: For NEOs other than CEO, committee receives CEO input; CEO not present for final deliberations on his compensation .
- Program design observations: CEO bonus in FY2024 was discretionary (no disclosed formula/weighting); no option repricing in FY2024 .
Related Party Transactions
- None exceeding the lesser of $120,000 or 1% of average year-end total assets since the beginning of FY2023; no material related-party interests disclosed for directors/executives in that period .
Investment Implications
- Pay alignment: CEO cash bonus is discretionary, not formulaic, weakening explicit pay-for-performance linkage; however, price-vested options at a $6.00 60-day VWAP set a clear performance hurdle aligned with shareholders .
- Selling pressure: As of FY2024 year-end price ($2.90), only the $2.33 strike tranche (90k) was in-the-money; most other tranches and the $6.00 price-vest grant would require appreciation, limiting near-term exercise-driven supply unless shares rise materially .
- Retention/terms: One-year severance (salary + COBRA) and time-vested acceleration offer moderate retention economics; price-vested awards retained to expiration mitigate forfeiture risk and maintain upside incentive continuity through transitions .
- Governance: Separation of Chair/CEO and majority-independent board are positives; however, hedging/monetization transactions require pre-authorization by the Compliance Officer, who is the CEO—a potential governance/control concern that merits monitoring .
- Ownership alignment: 2.38% beneficial ownership (including presently exercisable options) provides meaningful economic stake for a micro-cap, supporting alignment without evidence of pledging; continued TSR recovery depends on sustaining profitability and operational execution under his tenure .