Brian S. Genson
NATHANS FAMOUSAbout Brian S. Genson
Independent director of Nathan’s Famous, Inc. (NATH), age 76, serving since 1999 (previous board service 1987–1989). He is President of F1Collectors.com (since 2006) and Pole Position Investments (since 1989), and has served as a director of Ladenburg Thalmann Financial Services, Inc. since 2004. The Board cites his managerial experience and prior public company board service as key qualifications .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Nathan’s Famous, Inc. | Director (Independent) | 1999–present; prior term 1987–1989 | Member: Audit, Compensation, and Nominating Committees in FY2025 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| F1Collectors.com | President; Managing Director | Since 2006 | Motor sport business |
| Pole Position Investments | President | Since 1989 | Motor sport investments |
| F1 Action (UK) | Managing Director | n/a | Investing in motor sport industry |
| Ladenburg Thalmann Financial Services, Inc. | Director | Since 2004 | Investment banking and brokerage firm |
Board Governance
- Structure and leadership: Executive Chairman (Howard Lorber) and separate CEO (Eric Gatoff); Lead Independent Director is A.F. Petrocelli; non-management directors meet in executive session, with at least one formal session annually .
- Independence: Board determined Mr. Genson is independent under NASDAQ rules .
- Meetings and attendance (FY2025): Board met 6 times; all directors attended ≥75% of board meetings. Mr. Genson’s committees: Audit (4 meetings; all members ≥75% attendance), Compensation (1 meeting + 1 written consent; all members attended), Nominating (1 meeting + 2 written consents; members attended the meeting). All directors attended last year’s Annual Meeting of Stockholders .
| Committee (FY2025) | Role | Chair? | Meetings | Attendance Detail |
|---|---|---|---|---|
| Audit | Member | No (Chair: Robert Eide) | 4 | All members attended ≥75% |
| Compensation | Member | No (Chair: Robert Eide) | 1 (+1 unanimous consent) | Each member attended all meetings |
| Nominating | Member | No (Chair: A.F. Petrocelli) | 1 (+2 unanimous consents) | Each member attended the meeting |
Fixed Compensation
- Director pay policy: $40,000 annual retainer; $1,000 per Board, Audit, or Compensation meeting; $2,000 annual fee for Audit and Compensation committee membership (no Nominating meeting fees specified) .
- FY2025 cash fees earned by Mr. Genson: $57,000 .
| Component | FY2025 Amount ($) |
|---|---|
| Annual retainer and meeting/committee fees (cash) | 57,000 |
Performance Compensation
- Equity vehicle and FY2025 award: Non-employee directors received option awards; Mr. Genson’s grant-date fair value totaled $220,050 in FY2025. The company disclosed a grant of 110,000 stock options for non-employee directors in aggregate; options follow the 2019 Stock Incentive Plan (exercise price ≥ fair market value; maximum 5-year term) .
- Performance metrics: No performance-based metrics are disclosed for director compensation; equity is time- and service-based under the plan framework .
| Item | Detail |
|---|---|
| FY2025 Option Award (Grant-date fair value) | $220,050 |
| Equity vehicle/terms | Stock options under 2019 Plan; strike ≥ FMV; max 5-year term |
| Performance metrics for director pay | None disclosed |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Notes |
|---|---|---|
| Ladenburg Thalmann Financial Services, Inc. | Director (since 2004) | Other NATH directors have historical affiliations with Ladenburg (e.g., Robert Eide served as a director 2001–2011; Howard Lorber served as Vice Chairman 2006–2019 and Chairman 2001–2006), indicating a network tie. However, the company reports no Compensation Committee interlocks or insider participation requiring disclosure in FY2025 . |
Expertise & Qualifications
- Entrepreneurial/operator experience leading motorsport-related businesses (F1Collectors.com; Pole Position Investments) .
- Long-tenured board member with experience at other financial services board (Ladenburg Thalmann) .
- Board cites managerial experience and knowledge from service on NATH and other publicly traded corporations .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership | 10,792 shares (includes options exercisable within 60 days) |
| Percent of shares outstanding | <1% |
| Options exercisable within 60 days (vested) | 3,750 |
| Total outstanding director options (vested + unvested) | 15,000 as of 3/30/2025 |
| Unvested options (implied) | 11,250 (15,000 total − 3,750 vested) |
| Hedging/pledging policy | Hedging prohibited by insider trading policy; stock retention guideline requires holding 33 1/3% of shares from option exercises (and 33 1/3% of shares owned as of plan adoption) |
| Section 16 filing compliance | All officers/directors were timely in FY2025 |
Governance Assessment
-
Strengths
- Independence and engagement: Independent director; active across all three key committees; committee and board attendance met or exceeded thresholds; attended annual meeting .
- Pay alignment measures: Directors receive equity via options, supporting ownership alignment; hedging is prohibited; retention guidelines in place .
- No compensation committee interlocks/insider participation reported for FY2025, supporting governance independence in pay decisions .
- Investor support signal: Prior triennial say‑on‑pay support at 76.0% (2023), with committee monitoring alignment to performance .
-
Watch items / potential risks
- Audit committee composition: No formally designated “audit committee financial expert”; the Board relies on a financially expert director (Raich) not serving on the Audit Committee due to prior association with a firm providing tax services to NATH. This is a governance nuance investors may monitor for financial reporting oversight strength .
- Director equity awards: 2025 featured sizable option grants to non‑employee directors (aggregate 110,000 options); while aligning interests, investors should watch dilution and award design over time .
- Network ties: Historical overlaps among NATH directors and Ladenburg Thalmann suggest relationship networks; however, the company reports no Compensation Committee interlocks requiring disclosure in FY2025 .
Related‑party transactions: The proxy details the company’s Related Person Transaction Policy and Audit Committee oversight; no specific related‑party transactions involving Mr. Genson are disclosed in the provided sections .