Andrew M. Levine

About Andrew M. Levine

Independent director of Nathan’s Famous, Inc. (NATH) since 2020. Age 70. Background spans real estate and law: Director of Real Estate at Fingerboard Family Office (since Jan 2020); previously Vice President, Deputy General Counsel at Advance Publications (Jan 2018–Jan 2020); and partner at Sabin, Bermant & Gould LLP (1991–2017). The Board cites his “broad experience in real estate matters,” relevant to restaurant operations, and classifies him as independent under NASDAQ rules .

Past Roles

External Roles

No other public company directorships disclosed in NATH’s proxy biography for Mr. Levine .

Board Governance

• Independence: The Board determined Mr. Levine is independent under NASDAQ rules; no family relationships noted among directors/officers .
• Board meetings and attendance: 6 Board meetings in FY2025; all directors attended at least 75% .
• Committee structure and assignments (FY2025):
  • Audit Committee: Members — Robert Eide (Chair), Brian Genson, Barry Leistner (Levine is not a member) .
  • Compensation Committee: Members — Robert Eide (Chair), Brian Genson, Barry Leistner (Levine is not a member) .
  • Nominating Committee: Members — A.F. Petrocelli (Chair), Brian Genson, Robert Eide, Andrew Levine, Charles Raich; one meeting held plus two unanimous written consents; all members attended the meeting .
• Board leadership: Executive Chairman (Howard Lorber) separate from CEO (Eric Gatoff). Lead Independent Director: A.F. Petrocelli. Non-management directors meet in executive session (formal once in FY2025; typically also informal sessions) .

Committee Assignments (FY2025)

Fixed Compensation

• Director pay structure: Non-employee directors receive (i) $40,000 annual fee, (ii) $1,000 per Board or Audit/Compensation Committee meeting (Nominating/Independent Committee meetings excluded), and (iii) $2,000 annual fee for serving on the Audit or Compensation Committee (not the Nominating Committee) .

Performance Compensation

• Option awards: In FY2025, Mr. Levine received Option Awards (grant-date fair value) of $220,050; the proxy states these amounts “consist of a grant of 110,000 stock options” (ASC 718 valuation; actual value depends on exercise outcomes). No option award was reported for Mr. Levine in FY2024 .
• Outstanding options:
  • As of March 30, 2025: 25,000 options outstanding (aggregate; vested/unvested not separately itemized here) .
  • As of March 31, 2024: 10,000 options outstanding .
• Vesting schedule, strike price, expiration: Not disclosed in the proxy; refer to equity plan/award agreements if needed .

Note: The 2025 proxy states Option Awards reflect a grant of 110,000 stock options; fair value per ASC 718; company references Note L.2 to FY2025 10-K for methodology. Specific per-director option counts for the 2025 grant are not itemized beyond the outstanding totals table .

Other Directorships & Interlocks

• Compensation Committee interlocks: Committee members in FY2025 were Eide, Genson, Leistner; company reports no interlocks/insider participation requiring disclosure. Mr. Levine is not on this committee .
• No other public board seats for Mr. Levine disclosed in the proxy biography .

Expertise & Qualifications

• Real estate development/portfolio expertise (Fingerboard Family Office; Board cites relevance to restaurant operations and site/lease decisions) .
• Legal and governance skill set from decades as a law firm partner and deputy general counsel at a major private company .

Equity Ownership

• Beneficial ownership (as of July 21, 2025): 263,750 shares; 6.4% of the class (based on 4,089,510 shares outstanding). Footnote indicates: includes 250,000 shares held by Lorber Alpha II LP for which Mr. Levine is a co-trustee of the beneficial owner; voting/dispositive power over those shares is exercised by Executive Chairman Howard Lorber; also includes shares issuable pursuant to 6,250 vested stock options .

• Stock retention/hedging: Directors must retain 33 1/3% of shares issued upon option exercise (and 33 1/3% of shares held on June 1, 2009); hedging transactions prohibited for directors and officers .

Governance Assessment

• Positives:

  • Independence and engagement: Classified as independent; participated in a Board with 6 meetings and met attendance thresholds; serves on the Nominating Committee with full meeting attendance by members .
  • Relevant domain expertise: Real estate and legal background directly applicable to NATH’s footprint, leases, and development strategy .
  • Ownership alignment: Significant beneficial stake (6.4%), including vested options; subject to stock retention and anti-hedging policies .

• Watch items / potential conflicts:

  • Co-trustee link to a large shareholder vehicle controlled for voting by the Executive Chairman (Lorber Alpha II LP). While this may align interests, it also suggests potential influence dynamics; any related-party matters are subject to the Audit Committee’s related-person transaction policy .
  • Board-wide signal: 2025 shift to substantial option awards for directors (ASC 718 fair value $220,050 for Mr. Levine) versus prior year cash-only for him may raise investor questions on director pay design and risk alignment; details on vesting/performance conditions are not disclosed in the proxy .

• Board effectiveness context (broader):

  • Audit Committee lacks a designated “financial expert,” though the Board references using Charles Raich’s expertise outside the committee due to prior firm fees to NATH. This is a structural governance consideration rather than director-specific to Mr. Levine but can influence overall oversight quality .

RED FLAGS

• Potential related-party exposure: Beneficial ownership includes 250,000 shares via Lorber Alpha II LP where voting/dispositive control rests with the Executive Chairman; governance teams may seek clarity on recusals and independence safeguards in any matters affecting that entity .
• Director equity grant design opacity: 2025 option awards were material; absence of disclosed per-grant share counts, vesting schedules, and performance linkages in the proxy can reduce transparency into director pay risk alignment .

Director Compensation Summary (Mr. Levine)

Meeting Attendance and Independence

• Board meetings in FY2025: 6; all directors ≥75% attendance .
• Nominating Committee: 1 meeting; all members attended; 2 unanimous written consents .
• Annual Meeting attendance: In 2024, all directors attended the Annual Meeting except Barry Leistner (indicating Mr. Levine attended) .
• Independence: Confirmed under NASDAQ rules .

Policies Relevant to Alignment and Risk

• Stock Retention: 33 1/3% of option shares upon exercise (and 33 1/3% of June 1, 2009 holdings) .
• Hedging: Prohibited for directors and officers .
• Related Person Transactions: Subject to Audit Committee approval/ratification and annual review under policy .

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