Barry Leistner

About Barry Leistner

Barry Leistner, age 74, is an independent director of Nathan’s Famous, Inc. and has served on the Board since 1989 . He is President and Chief Executive Officer of Koenig Iron Works, Inc., a structural steel fabrication and erection firm, and is engaged in general construction and real estate development in New York . The Board cites his managerial experience and real estate/construction expertise as relevant to Nathan’s restaurant operations . He is classified as independent under NASDAQ rules .

Past Roles

External Roles

No other public company directorships are disclosed for Mr. Leistner in the latest proxy .

Board Governance

• Independence: Determined independent (NASDAQ) alongside Eide, Genson, Levine, Norbitz, Petrocelli, Podell, and Raich .
• Board service: Director since 1989; age 74 .
• Committee assignments:
  • Audit Committee member; committee met 4 times in FY2025; all members attended ≥75% of meetings .
  • Compensation Committee member; one formal meeting plus one unanimous written consent in FY2025; all members attended all meetings .
• Board meetings: Six meetings in FY2025; all directors attended at least 75% of Board meetings .
• Board structure: Executive Chairman (Howard Lorber); CEO (Eric Gatoff) separate; Lead Independent Director is A.F. Petrocelli; independent directors meet in executive session at least annually .
• Annual meeting attendance: All directors attended last year’s Annual Meeting .

Fixed Compensation

• Director cash compensation structure:
  • Annual director fee: $40,000
  • Meeting fees: $1,000 per Board, Audit, or Compensation Committee meeting (excluding Nominating/Independent Committee meetings)
  • Committee membership fees: $2,000 annually for Audit or Compensation Committee membership .

Performance Compensation

• Equity awards to non-employee directors: Options were granted (aggregate disclosure indicates a grant with fair value $220,050 for most directors in 2025) .
• Plan context: Company had 130,000 options outstanding at a weighted-average exercise price of $74.28; 38,584 securities remained available for future issuance under equity compensation plans as of March 30, 2025 .
• No performance metrics were disclosed for director equity awards; option awards are accounted for under FASB ASC Topic 718 .

Other Directorships & Interlocks

• Compensation Committee Interlocks: Members (Eide, Genson, Leistner) had no relationships requiring related-party disclosure under SEC rules in FY2025 .

Expertise & Qualifications

• Core expertise: Structural steel fabrication/erection; construction and real estate development in New York .
• Board rationale: Experience in real estate and construction deemed relevant to Nathan’s restaurant operations; longstanding managerial experience .

Equity Ownership

Additional alignment policies:

• Stock Retention Plan: Directors must retain 33⅓% of shares from option exercise and 33⅓% of shares owned on adoption (June 1, 2009), with Board discretion to waive .
• Hedging policy: Prohibits hedging transactions by directors .
• Section 16 compliance: Company believes all officers and directors filed Forms 3/4/5 timely in FY2025 .

Governance Assessment

• Positives:

  • Independence and deep operational expertise in construction/real estate relevant to Nathan’s footprint .
  • Active committee roles on Audit and Compensation; full attendance at Compensation Committee; strong baseline board attendance .
  • Ownership alignment through equity and stock retention policy; hedging prohibited; individual ownership of 1.0% enhances “skin in the game” .

• Watch items and RED FLAGS:

  • Audit Committee lacks a designated “financial expert” (though the Board leverages an independent director’s expertise outside the committee). This is a governance weakness in formal designation; as Audit member, Mr. Leistner serves on a committee without a designated expert .
  • Audit Committee Chair (Robert Eide) previously consented to an SEC order for being a “cause,” solely in his capacity as CEO of Aegis Capital, regarding Exchange Act violations (2018). While unrelated to Nathan’s current financial reporting, this history is a reputational risk for the committee’s leadership .
  • Construction/real estate involvement: Mr. Leistner’s external business activities overlap with areas relevant to Nathan’s; however, the proxy reports no related-party transactions requiring disclosure and Compensation Committee members (including Mr. Leistner) had no relationships requiring disclosure .

• Broader compensation context:

  • 2023 Say-on-Pay support was 76% (triennial vote cadence), suggesting moderate shareholder support for executive pay programs; not director-specific but informs broader governance environment .