Sophia Rivka Rossi

About Sophia Rivka Rossi

Sophia Rivka Rossi, age 43, is an independent, non‑employee director of Good Times Restaurants Inc. (GTIM). She was appointed to the Board effective July 23, 2024 and was nominated for re‑election at the 2025 Annual Meeting; all GTIM directors stand for annual one‑year terms . Ms. Rossi is a co‑founder of First Call (since 2021) and previously co‑founded and served as CEO of HelloGiggles (2011–2019), with additional experience as a digital media and marketing consultant to Bragg Live Food Products (2019–2021); she has also produced and written for television and authored a young adult novel, bringing marketing and social media expertise relevant to GTIM’s customer demographics .

Past Roles

External Roles

• No current public company directorships are disclosed for Ms. Rossi in GTIM’s 2025 Proxy Statement (director bio and nominees table) .

Board Governance

• Independence: The Board determined Ms. Rossi is independent under Nasdaq rules; GTIM’s Board has a majority of independent directors .
• Board structure: Board size is up to five; all directors elected annually; roles of Chair and CEO are separated (Chair: Charles E. Jobson) .
• Committees and chairs (post‑2025 Annual Meeting):
  • Audit Committee: Chair Jason S. Maceda; members Charles E. Jobson and Jennifer C. Stetson .
  • Compensation Committee: Chair Jennifer C. Stetson; member Charles E. Jobson .
  • Nominating: No standing nominating committee; the full Board acts as nominating committee .
  • Ms. Rossi is not listed as a member of the Audit or Compensation Committees in the current committee slate .
• Attendance: The Board held four meetings in FY2024; no director attended fewer than 75% of applicable meetings. Ms. Rossi joined in July 2024 and attended one Board meeting during FY2024 .
• Shareholder support (2025 director election): Ms. Rossi received 4,396,644 “For” votes, 678,681 “Withheld,” with 3,735,865 broker non‑votes .

Committee Composition (current)

Fixed Compensation

Policy and most recent year actuals indicate a cash‑heavy director pay structure with no equity grants to directors in FY2024.

Director Compensation – FY2024 (as reported)

Policy Change (context)

Performance Compensation

• Equity awards: “Director stock‑based compensation is granted on a discretionary basis. No grants…were made to directors during FY2024.” As of Sept 24, 2024, no non‑employee directors held options or RSUs .

Other Directorships & Interlocks

• Other public boards: None disclosed for Ms. Rossi .
• Related party transactions: GTIM reports no related‑party transactions since the beginning of FY2023 requiring disclosure under Item 404(a) (covers directors and their immediate families) .

Expertise & Qualifications

• Marketing/social media and entertainment industry experience; co‑founder/operator background; insights into millennial/younger consumer trends — basis for Board selection .
• Independent director status under Nasdaq rules .

Equity Ownership

Additional alignment/controls:

• As of Sept 24, 2024, no non‑employee directors held options or RSUs .
• Insider Trading Policy prohibits hedging/monetization transactions in Company stock without prior authorization by the Compliance Officer .

Insider Filings (Director)

Say‑on‑Pay & Shareholder Feedback (context)

• 2025 Annual Meeting voting: Ms. Rossi elected with 4,396,644 For, 678,681 Withheld; broker non‑votes 3,735,865 (raw votes) .
• Say‑on‑pay frequency (NEO compensation): Shareholders preferred every two years, and GTIM adopted biennial say‑on‑pay until the next required frequency vote .

Governance Assessment

• Strengths

  • Independent director with consumer marketing and social media expertise aligned to brand engagement needs .
  • Majority‑independent Board, separated Chair/CEO roles; clear committee charters and independence for Audit and Compensation Committees .
  • No related‑party transactions reported involving directors since FY2023; hedging/monetization restrictions in Insider Trading Policy .
  • Attendance: Board met four times in FY2024; no director below 75% attendance; Rossi attended the meeting(s) after joining in July 2024 .

• Watch items / potential misalignment signals

  • No equity ownership reported and no director equity grants in FY2024, implying lower direct stock exposure for a newly appointed director; compensation is largely fixed cash .
  • No standing nominating committee; the full Board handles nominations, which some investors view as a governance weakness relative to peers with independent nom/gov committees .
  • Rossi is not assigned to Audit or Compensation Committees; continued observation warranted to see future committee engagement and workload distribution .

RED FLAGS: None material disclosed specific to Ms. Rossi (no related‑party exposure; no transactions under Item 404(a)). Structural considerations include absence of a nominating committee and low immediate equity alignment due to no equity holdings/grants to directors in FY2024 .

Appendices

Director Election Votes (2025 Annual Meeting)

Board Activity & Attendance (FY2024)