Joanne Podell
NATHANS FAMOUSAbout Joanne Podell
Independent director of Nathan’s Famous, Inc. since 2023; age 79. Executive Vice Chairman for Retail Services at Cushman & Wakefield (since Dec 2016), previously Vice Chairman (2002–2016), and earlier at Newmark Group as Associate (1995–1999) and Vice President (1999–2002). Determined independent under NASDAQ rules; not currently serving on Board committees. Ten-member Board; Podell nominated alongside incumbents in 2024 and 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newmark Group, Inc. | Associate; Vice President | Associate: 1995–1999; VP: 1999–2002 | Board cites her real estate expertise as relevant to restaurant operations |
| Cushman & Wakefield | Vice Chairman; Executive Vice Chairman, Retail Services | Vice Chairman: 2002–2016; Executive Vice Chairman: Dec 2016–present | Board cites real estate expertise as relevant to restaurant operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cushman & Wakefield | Executive Vice Chairman, Retail Services | Dec 2016–present | Senior leadership in retail real estate services |
| Cushman & Wakefield | Vice Chairman | 2002–2016 | — |
Board Governance
- Committee assignments: Not listed on Audit, Compensation, or Nominating Committees for FY2025; Audit: Eide (Chair), Genson, Leistner; Compensation: Eide (Chair), Genson, Leistner; Nominating: Petrocelli (Chair), Genson, Eide, Levine, Raich.
- Independence: Board determined Podell is independent under NASDAQ rules.
- Attendance and engagement: Board met 6 times in FY2025; all directors attended at least 75% of Board meetings. All directors attended the 2025 Annual Meeting; in 2024 proxy, prior year’s annual meeting had full attendance except Barry Leistner.
- Board leadership and executive sessions: Executive Chairman (Lorber); Lead Independent Director (A.F. Petrocelli). Non-management directors meet in formal executive session annually (plus informal sessions with regular meetings).
Fixed Compensation
- Policy: Non-employee directors receive an annual cash retainer of $40,000; $1,000 per Board/Audit/Compensation Committee meeting; $2,000 annual fee for Audit/Compensation Committee membership.
| Component | 2024 | 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $24,000 | $47,000 |
| Committee fees (if any) | Not disclosed for Podell | Not disclosed for Podell |
Performance Compensation
- Director equity compensation is via stock options under the 2019 Stock Incentive Plan; options are granted at not less than fair market value on grant date and have a maximum term of five years; director grants are time-based, not tied to disclosed performance metrics.
| Metric | 2024 | 2025 |
|---|---|---|
| Option Awards (grant-date fair value, $) | $162,300 | $73,350 |
| Outstanding Stock Options (#, as of fiscal year-end) | 10,000 (as of 3/31/2024) | 15,000 (as of 3/30/2025) |
Note: 2025 table shows most directors received larger option awards; Podell’s 2025 option award was smaller than peers ($73,350 vs $220,050).
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy biographies |
Expertise & Qualifications
- Real estate and retail site selection expertise from senior roles at Cushman & Wakefield and Newmark; Board states this experience is relevant to Nathan’s restaurant operations.
- Board diversity: 2024 diversity matrix shows one female director; company stated intention to comply with NASDAQ diversity rules requiring two diverse directors by the later of Aug 7, 2025 or 2025 proxy filing.
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 6,250 (includes shares issuable pursuant to 3,750 vested stock options within 60 days) |
| Ownership (% of outstanding) | Less than 1% (based on 4,089,510 shares outstanding) |
| Options – Outstanding | 15,000 (as of March 30, 2025) |
| Options – Vested (included in beneficial ownership) | 3,750 (exercisable within 60 days of July 21, 2025) |
| Stock Retention Guidelines | Directors/officers must retain 33⅓% of shares underlying options exercised and 33⅓% of shares owned as of June 1, 2009, subject to Board waivers |
| Hedging/Pledging | Hedging transactions prohibited under insider trading policy; pledging not explicitly addressed in proxy |
Governance Assessment
- Positive signals: Independent status; attendance threshold met; no related-party transactions disclosed involving Podell; hedging prohibited; stock ownership retention policy in place.
- Committee influence: Not serving on Audit/Compensation/Nominating limits direct committee oversight impact relative to peers; governance effectiveness hinges on full Board participation.
- Alignment: Receives equity via options; 2025 grant was notably smaller than peers, which may modestly reduce equity alignment versus other directors that year.
- Potential conflicts: Senior executive role at Cushman & Wakefield (real estate services) presents a theoretical related-party exposure pathway; however, no transactions with entities tied to Podell were disclosed, and all related-party transactions would be subject to Audit Committee review per policy.
- Say-on-pay context: 2023 advisory vote on NEO pay received 76.0% support; indicates general investor acceptance of pay structures, though not specific to director compensation.
RED FLAGS: None disclosed for Podell regarding related-party transactions, hedging/pledging, delinquent Section 16 filings, or attendance shortfalls.