Robert Steinberg - Vice President Finance, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary | NATHANS FAMOUS (NATH) Executive Profile & Compensation

About Robert Steinberg

Robert Steinberg, age 56, is Vice President Finance, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary of Nathan’s Famous, Inc. (NATH). He became CFO on June 30, 2020 after serving as Corporate Controller since 2014; prior roles include Divisional Controller at Calvin Klein, Inc. (PVH) from 1999–2013 and audit manager at EY LLP. He holds a B.S. in Accounting from Binghamton University, is a Certified Public Accountant, and is a member of the New York State Society of CPAs and the American Institute of CPAs . Company performance context over the last three years: net income rose from $19.6M (FY2024) to $24.0M (FY2025), and total shareholder return (TSR) on a $100 initial investment moved from $132.41 (FY2024) to $176.06 (FY2025) .

Past Roles

Organization	Role	Years	Strategic Impact
Nathan’s Famous, Inc.	Corporate Controller	2014–2020	Finance and accounting leadership supporting public-company reporting
Calvin Klein, Inc. (PVH)	Divisional Controller	1999–2013	Divisional finance oversight within retail/apparel operations
EY LLP	Audit Manager	Pre-1999	External audit experience; technical accounting foundation

External Roles

Organization	Role	Years
New York State Society of Certified Public Accountants	Member	Not disclosed
American Institute of Certified Public Accountants	Member	Not disclosed

Fixed Compensation

Metric ($)	FY2023	FY2024	FY2025
Base Salary	220,534	229,327	325,000 (annual base increased from $225,000 to $325,000 in April 2024)
All Other Compensation (total)	32,499	21,075	23,509

2025 perquisites and other components:

Component ($)	FY2025
Company-matched 401(k) contribution	2,475
Insurance premiums & deductibles	2,375
Mobile telephone payments	0
Auto allowance/expense reimbursement	18,659
Total All Other Compensation	23,509

Additional program features:

Nathan’s sponsors a 401(k) with discretionary match ($0.25 per $1 up to 3% of salary; 20% annual vesting schedule over six years); Steinberg’s FY2025 match was $2,475 .
Compensation program emphasizes fixed pay to mitigate excessive risk-taking .

Performance Compensation

Year	Incentive Type	Metric	Weighting	Target	Actual	Payout ($)	Vesting
FY2023	Performance-based cash	Modified controllable operating income	Not disclosed	Not disclosed	108.7%	150,000	Cash, paid annually
FY2024	Discretionary cash bonus	Discretionary	N/A	N/A	N/A	175,000	Cash
FY2025	Discretionary cash bonus	Discretionary	N/A	N/A	N/A	200,000	Cash

Program design and governance:

Annual bonuses are set by the Compensation Committee based on Company financial, strategic, and operating objectives (including multi-year initiatives); specific quantitative targets are generally not fixed and may vary by year .
The Company does not currently benchmark pay to traditional restaurant peers due to business model differences (branded products/licensing) .

Equity Ownership & Alignment

Item	As of July 21, 2025
Shares beneficially owned	— (none indicated)
Ownership % of shares outstanding	— (none indicated)
Options exercisable/unexercisable	0 / 0
Unvested RSUs	0
Shares pledged as collateral	Not disclosed
Hedging policy	Hedging transactions are prohibited for officers and directors
Ownership/retention guidelines	Stock Retention Plan requires retaining 33⅓% of shares underlying options exercised; also 33⅓% of shares owned on June 1, 2009 (waivable by Board)

Implications:

With no disclosed equity ownership or outstanding equity awards, vesting-related selling pressure is minimal; alignment relies primarily on cash compensation and role-based accountability .

Employment Terms

Contract status: Steinberg does not have an employment agreement; his base salary is reviewed annually by the Compensation Committee with input from the Executive Chairman and CEO .
Severance/change-in-control economics (estimated as of March 30, 2025):

Scenario	Cash Severance ($)	Accelerated Equity	Benefits Continuation
Termination without cause	22,889 (accrued vacation)	—	—
Death	22,889 (accrued vacation)	—	—
Disability	22,889 (accrued vacation)	—	—
Termination for cause or voluntary resignation	22,889 (accrued vacation)	—	—
Change-in-control with qualifying termination	22,889 (accrued vacation)	—	—

Notes:

No accelerated equity value applies due to absence of outstanding equity awards .
Clawback provisions are not specifically disclosed for Steinberg; the Company maintains a Code of Ethics covering financial officers .

Performance & Track Record (Company Context)

Metric	FY2023	FY2024	FY2025
Net Income ($USD)	19,623,000	19,616,000	24,026,000
TSR – Value of $100 initial investment	135.27	132.41	176.06

Additional governance signals:

Say-on-Pay: In 2023, 76.0% of votes cast supported NEO compensation; the next advisory vote will occur in 2026 .
Section 16 compliance: Officers and directors were timely with ownership filings for FY2025 based on Company review .

Compensation Structure Analysis

Cash-heavy mix: Steinberg’s pay is predominantly base salary plus annual cash bonus; no equity grants in FY2025 and no outstanding equity awards, which reduces dilution and vesting-related selling pressure but weakens long-term stock alignment .
Discretionary bonuses: FY2024–FY2025 bonuses were discretionary; FY2023 payout linked to 108.7% achievement on modified controllable operating income, indicating some pay-for-performance linkage historically .
No benchmarking: The Company does not benchmark executive pay to restaurant peers due to its branded product/licensing model; this could create divergence from market medians/percentiles used elsewhere .

Risk Indicators & Red Flags

Hedging prohibited; pledging not disclosed. Hedging ban supports alignment, but absence of equity ownership reduces “skin in the game” for the CFO .
Severance/change-in-control: Only accrued vacation estimated for Steinberg under various scenarios, indicating low parachute risk and minimal retention economics in a transaction .
Related-party transactions: No Steinberg-specific related-party items disclosed; Company has a formal related person transaction policy administered by the Audit Committee .

Equity Ownership & Alignment (Summary Table)

Alignment Factor	Status
Beneficial ownership	None disclosed
Ownership %	None disclosed
Options/RSUs outstanding	None
Hedging policy	Prohibits hedging
Retention/ownership guidelines	33⅓% retention on option exercises; legacy share retention policy

Employment Terms (Summary)

Term	Status
Employment agreement	None; salary reviewed annually by Compensation Committee
Severance multiple	None; only accrued vacation estimated across scenarios
Change-in-control trigger	Only accrued vacation estimated; no equity acceleration applicable
Non-compete/non-solicit	Not disclosed

Investment Implications

Alignment: The absence of equity ownership and equity awards for the CFO limits long-term stock alignment; consider advocating for RSUs/PSUs tied to controllable operating income, FCF, and TSR to deepen alignment and reduce agency risk .
Retention and transaction dynamics: With no employment agreement and de minimis severance/CIC benefits, retention risk in a strategic transaction or competitive hiring market is non-trivial; however, limited parachute exposure is shareholder-friendly from an overpayment perspective .
Selling pressure: No unvested equity or option overhang for Steinberg implies minimal near-term insider selling pressure from vesting; monitoring future equity grants is key for anticipating supply .
Pay-for-performance: FY2023 demonstrated metric-based payout (108.7% achievement), but FY2024–FY2025 were discretionary; increased use of explicit performance metrics and targets would enhance transparency and investor confidence .
Governance backdrop: Positive TSR and higher net income in FY2025 support recent discretionary bonuses; say-on-pay support at 76% signals adequate but improvable investor alignment; future votes (2026) may scrutinize the balance of cash vs equity for NEOs .