Charles Raich
NATHANS FAMOUSAbout Charles Raich
Independent director (age 82) serving on Nathan’s Famous, Inc.’s Board since 2004; retired founding partner of Raich Ende Malter & Co., LLP, a public accounting firm he founded in 1972; CPA and Hofstra University graduate. The Board recognizes his financial literacy and expertise and notes he qualifies as an “audit committee financial expert,” though he does not serve on the Audit Committee due to his prior association with a firm that received fees from Nathan’s for tax services . The Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raich Ende Malter & Co., LLP | Founding Partner (Retired), Founding Partner, Co‑Managing Partner, Managing Partner | Founded 1972; Co‑Managing Partner 2010–2013; Founding Partner Jan 2013; retired Dec 31, 2014; Managing Partner for more than five years prior to 2010 | Provided financial expertise; broad public accounting leadership applicable to audit/financial oversight |
| Lybrand, Ross Brothers and Montgomery | Early career positions | Not disclosed | Foundational audit/accounting experience |
| Gruntal & Co. | Early career positions | Not disclosed | Capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Raich |
Board Governance
- Committee assignments: Member, Nominating Committee; not a chair .
- Independence: Board determined Raich is independent under NASDAQ listing standards .
- Audit expertise: Qualifies as audit committee financial expert; not on Audit Committee due to prior association with Raich Ende Malter & Co., LLP which received tax-service fees from Nathan’s .
- Attendance and engagement:
- Board met six times in FY ended Mar 30, 2025; all Directors attended ≥75% of Board meetings .
- Audit Committee met four times; all members attended ≥75% .
- Compensation Committee met once and acted once by unanimous consent; all members attended its meeting .
- Nominating Committee met once and acted twice by unanimous consent; all members attended its meeting .
- All directors attended last year’s Annual Meeting of Stockholders .
- Board leadership and independent oversight: Executive Chairman (Howard M. Lorber), CEO role separated (Eric Gatoff), Lead Independent Director (A.F. Petrocelli); independent directors meet in executive session at least annually and informally quarterly .
- Stock ownership/hedging policy: Directors must retain 33⅓% of option exercise shares and 33⅓% of shares owned as of June 1, 2009; hedging by directors/officers/employees is prohibited .
Fixed Compensation
Policy structure and Raich’s 2025 cash fees.
| Component | Policy Amount | 2025 Amount for Raich |
|---|---|---|
| Annual director retainer (cash) | $40,000 per non‑employee director | Included in total cash fees |
| Meeting fees (Board/Audit/Comp) | $1,000 per meeting attended (Nominating/Independent Committee meetings excluded) | Included in total cash fees |
| Committee membership fees | $2,000 annually for Audit or Compensation Committee membership | Not applicable (Raich serves on Nominating) |
| Total cash fees earned | — | $48,000 |
Performance Compensation
Equity grants and outstanding awards.
| Metric | 2025 |
|---|---|
| Option awards – grant date fair value (FASB ASC 718) | $220,050 |
| Grant details (strike, vesting, expiration) | Not disclosed in director compensation table |
| Outstanding stock options (vested + unvested) | 15,000 |
Note: The 2025 option awards relate to a broader grant of 110,000 options across non‑employee directors; individual grant valuation shown above reflects Raich’s fair value at grant . Specific performance metrics tied to director equity awards are not disclosed .
Other Directorships & Interlocks
| Company | Role | Shared relationships/interlocks | Potential conflict |
|---|---|---|---|
| — | — | — | None disclosed for Raich |
Expertise & Qualifications
- CPA; Hofstra University graduate; extensive public accounting and managerial experience; qualifies as audit committee financial expert .
- Board cites his financial literacy/expertise and managerial experience as the basis for nomination .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 49,670 |
| Ownership as % of shares outstanding | 1.2% (based on 4,089,510 shares outstanding) |
| Vested options included in beneficial ownership | 3,750 |
| Total outstanding options (vested + unvested) | 15,000 |
| Shares pledged as collateral | Not disclosed |
| Ownership/retention guidelines | Retain 33⅓% of option exercise shares and 33⅓% of shares owned as of 6/1/2009; Board may waive in certain cases |
| Hedging policy | Hedging transactions prohibited for directors, officers, and employees |
Governance Assessment
- Strengths:
- Independence confirmed; meaningful equity alignment with 1.2% beneficial ownership and option holdings .
- Recognized audit financial expertise; Board leadership structure provides independent oversight with Lead Independent Director and executive sessions .
- Attendance thresholds met; active participation across meetings .
- Potential conflicts / RED FLAGS:
- Related‑party exposure: Raich’s prior association with Raich Ende Malter & Co., LLP (received fees from Nathan’s for tax services) precludes him from serving on the Audit Committee despite expertise—this is disclosed and mitigated via independence determination and Related Person Transaction policy oversight by the Audit Committee .
- Compensation structure signals:
- Mix favors cash retainer + meeting fees with a sizable equity option component in 2025 ($220,050 fair value), aligning director incentives with long‑term shareholder value; no director performance metrics or vesting schedules disclosed beyond aggregate figures .
Section 16 compliance: The company reports timely compliance by officers, directors, and >10% owners during fiscal 2025 (no delinquent filings noted) .