Howard M. Lorber
NATHANS FAMOUSAbout Howard M. Lorber
Howard M. Lorber, 76, is Executive Chairman of Nathan’s Famous, Inc., serving as a director since 1987, Executive Chairman since January 2007, Chairman from 1990–2006, and CEO from 1993–2006 . Under current board leadership, Chairman and CEO roles are split; Lorber leads Board agendas/strategy discussions while the CEO runs operations, with a Lead Independent Director overseeing non-management sessions . Company performance has strengthened during the 2023–2025 period, with net income rising from $19.6M (FY2024) to $24.0M (FY2025) and TSR increasing from $132.41 to $176.06 for a $100 initial investment, underscoring value creation for shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nathan’s Famous, Inc. | Chairman of the Board | 1990–Dec 2006 | Provided board leadership; preceded CEO role |
| Nathan’s Famous, Inc. | Chief Executive Officer | 1993–Dec 2006 | Led operating strategy and execution |
| Nathan’s Famous, Inc. | Executive Chairman | Jan 2007–Present | Guides CEO on strategic initiatives; approves Board agendas |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vector Group Ltd. | President & CEO; Director | Jan 2006–Oct 2024 | Led holding company; significant leadership tenure |
| New Valley, LLC (Vector subsidiary) | Chief Executive Officer | Through Oct 2024 | Senior leadership in subsidiary operations |
| Douglas Elliman Inc. / Douglas Elliman Realty, LLC | Chairman; President & CEO; Executive Chairman (subsidiary) | 2003–Oct 2024; DOUG spun out Dec 2021 | Led major U.S. residential brokerage; post-spin leadership |
| Ladenburg Thalmann Financial Services, Inc. | Vice Chairman; Chairman (earlier) | 2001–Dec 2019 (Chair to Jul 2006; Vice Chair Jul 2006–Dec 2019) | Financial services oversight |
| Morgans Hotel Group Co. | Director; Chairman | Mar 2015–Nov 2016 | Governance and strategic oversight |
| Clipper Realty Inc. | Director | Since Jul 2015 | Real estate sector board service |
| United Capital Corp. | Director (prior) | Noted prior service | Manufacturing/real estate company board role |
| Non-profit/Academic (LIU, Mount Sinai Miami, U. Miami, AEPi, etc.) | Trustee/Chair roles; USHMM Chair | Various; USHMM Chair 2017–2021 | Civic leadership and governance |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| All Other Compensation ($) | 15,942 | 22,680 | 24,787 |
| All Other Compensation Detail | Insurance $942; Auto $15,000 | Insurance $930; Auto $21,750 | Auto $24,000; Insurance $787 |
Notes:
- Employment agreement base salary increased to $1,000,000 effective Dec 6, 2017; agreement extended Dec 8, 2022 to Dec 31, 2027 .
Performance Compensation
| Component | Metric/Terms | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Cash Bonus ($) | Discretionary; eligible but not contractual | — | 1,000,000 | — |
| RSU Grant | 50,000 RSUs granted 12/8/2022; vest in 5 equal annual tranches; grant date fair value $3,379,500 | Grant: 50,000; FV $3,379,500 | 40,000 unvested at FY-end | 30,000 unvested at FY-end |
| RSU Vesting & Value Realized | 10,000 vest each Dec 8 (2023–2027) | — | 10,000 vested; $709,900 realized | 10,000 vested; $856,000 realized |
| Options | None outstanding for Lorber | — | — | — |
Compensation structure context:
- Company historically uses discretionary bonuses without fixed quantitative goals; quantitative targets applied to other NEOs (e.g., modified controllable operating income) but not contractually to Lorber .
- 2019 Stock Incentive Plan supports RSUs; Lorber’s 50,000 RSU grant aligns long-term incentives with share price appreciation .
Equity Ownership & Alignment
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 975,156 | 980,051 | 984,946 |
| Ownership (% of outstanding) | 23.9% (shrs out 4,079,720) | 24.0% (shrs out 4,084,615) | 24.1% (shrs out 4,089,510) |
| Directly Held | 704,836 | 709,731 | 714,626 |
| Lorber Alpha II LP | 250,000 | 250,000 | 250,000 |
| Lorber Gamma LP | 20,320 | 20,320 | 20,320 |
| Unvested RSUs (excluded) | 50,000 | 40,000 | 30,000 |
| Charitable Fund (disclaimed) | 22,550 (excluded) | 22,550 (excluded) | 22,550 (excluded) |
Alignment policies:
- Stock Retention Plan: officers/directors must retain 33⅓% of option exercise shares and 33⅓% of shares owned as of June 1, 2009, subject to Board waivers .
- Hedging prohibited per insider trading policy; restrictions apply to collars, forwards, swaps, exchange funds, etc. .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | Extended to Dec 31, 2027 (amended Dec 8, 2022) |
| Base Salary | $1,000,000 per annum (amended Dec 6, 2017) |
| Bonus Eligibility | Eligible for executive bonus program; no contractual bonus |
| Severance (No Cause / Good Reason) | Salary + average bonus for remainder of term; continued benefits/perqs to end of term |
| Death/Disability | Annual salary + annual bonuses for 3-year period (bonus = average of prior 3 FYs) |
| Change-in-Control (termination within 1 year) | Lump sum equal to greater of: (A) salary + average bonus for remainder of term (incl. prorated current FY bonus), or (B) 2.99× salary + prior FY bonus; continued benefits; make-whole for ITM options; excise tax gross-up |
| Post-Term Consulting | 3-year consulting term at $200,000/year upon expiration, mutual termination, retirement, or change-in-control |
Tax treatment:
- Section 280G excise tax gross-up included since original agreement; policy generally disfavors tax gross-ups except in limited recruitment/retention cases .
Board Governance
- Role and independence: Lorber is Executive Chairman and a management director; independent directors constitute all committee memberships (Audit, Compensation, Nominating) .
- Lead Independent Director: A.F. Petrocelli leads non-management executive sessions; management directors do not attend unless invited .
- Board activity: 6 board meetings in FY2025; all directors ≥75% attendance; independent directors met informally each quarterly meeting and once formally in executive session .
- Committee composition: Audit—Eide (Chair), Genson, Leistner ; Compensation—Eide (Chair), Genson, Leistner ; Nominating—Petrocelli (Chair), Genson, Eide, Levine, Raich .
Director Compensation
| Item | Status |
|---|---|
| Non-Employee Director Fees | Annual $40,000; $1,000 per Board/Audit/Comp meeting; Committee membership $2,000 |
| Applicability to Lorber | Not applicable—Lorber is an employee (Executive Chairman) and not included in Non-Employee Director compensation table |
Say-on-Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| Last Say-on-Pay Vote | 76.0% approval at 2023 Annual Meeting |
| Frequency | Shareholders selected triennial (every 3 years); next advisory vote scheduled for 2026 |
Related Party & Interlocks
- Ownership structures: Lorber exercises voting and dispositive control over Lorber Alpha II LP and Lorber Gamma LP; Alpha/Gamma general partners are LLCs where he is managing member .
- Overlapping trustees: Eide and Levine serve as co-trustees of the beneficial owner of Lorber Alpha II LP; Lorber retains voting/dispositive power over LP shares .
- Oversight: Related Person Transaction Policy requires Audit Committee approval/ratification; categorical exemptions defined and annual reviews performed .
Compensation Structure Analysis
- Mix and trends: Large RSU grant in FY2023 ($3.38M fair value; 50,000 units) initiated long-term alignment; FY2024 included a $1.0M discretionary cash bonus; FY2025 reverted to salary-only with no bonus .
- Governance signals: Continued presence of 280G tax gross-up is a shareholder-unfriendly feature; lack of fixed performance metrics for Lorber’s cash bonus indicates discretionary pay without explicit pay-for-performance guards .
Risk Indicators & Red Flags
- Excise tax gross-up for change-in-control (Section 280G) .
- Discretionary bonuses (no fixed quantitative metrics for Lorber) .
- Significant control stake (≈24%)—aligns but may concentrate influence .
- Hedging prohibited, reducing misalignment risk .
Investment Implications
- Alignment: Lorber’s ~24% ownership and multi-year RSU vesting indicate strong skin-in-the-game, aligning incentives with TSR and net income growth observed in 2023–2025 .
- Overhang/flow: RSU vesting of 10,000 shares each December through 2027 may create episodic selling pressure; realized values of ~$710K (FY2024) and ~$856K (FY2025) highlight monetization cadence .
- Event risk: Rich change-in-control economics (≥2.99× salary+bonus with tax gross-up) and consulting tail could impact deal dynamics and shareholder value allocation in strategic transactions .
- Governance: Separation of chair/CEO roles and independent committee leadership mitigate dual-role concerns; however, discretionary bonus practices warrant monitoring for pay-performance alignment .
Key Takeaway: High insider ownership and long-dated RSUs align Lorber with shareholder outcomes; monitor December vesting windows for potential Form 4 activity and any future discretionary cash awards for pay-for-performance rigor.