Wayne Norbitz

About Wayne Norbitz

Independent director at Nathan’s Famous, Inc. (NATH), age 77, serving on the Board since 1989. Former President and Chief Operating Officer (1989–2015); previously held multiple operations leadership roles at Nathan’s (Director of Operations, VP Operations, SVP Operations, EVP) and was a consultant to the Company (2015–2017). Prior to joining Nathan’s (1975–2015 employment), he was Director of Operations at Wetson’s Corporation. His tenure provides deep operational expertise and historic continuity for the Board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Norbitz is independent under NASDAQ rules .
• Committee assignments: Not listed on Audit, Compensation, or Nominating (current committee members exclude Mr. Norbitz) .
• Attendance and engagement:
  • Board meetings: 6 in FY2025; all directors attended at least 75% .
  • Annual Meeting: All directors attended last year’s Annual Meeting .
• Board leadership/structure: Executive Chairman (Howard Lorber); CEO (Eric Gatoff); Lead Independent Director (A.F. Petrocelli). Non-management directors meet annually in executive session; informal sessions occur around regular meetings .
• Board size: Ten directors standing for one-year terms .

Fixed Compensation

Performance Compensation

Notes: Specific strike price, expiration date, and vesting schedule for the FY2025 director option awards are not disclosed in the proxy; plan-level terms apply (≤5-year term, ≥100% FMV exercise price at grant) .

Other Directorships & Interlocks

Expertise & Qualifications

• Operational leadership across restaurant operations, franchising, and branded products; prior COO and multiple operations roles at Nathan’s .
• Historical continuity and institutional knowledge valued by the Board for oversight .

Equity Ownership

Governance Assessment

• Strengths:
  • Independent status, strong operational pedigree, and deep institutional knowledge support board effectiveness in overseeing a complex, multi-revenue-center model .
  • Active engagement: Board met 6 times; directors met required attendance thresholds; annual meeting attendance was complete .
  • Ownership alignment mechanisms: equity options, retention guidelines, and hedging prohibitions enhance alignment with shareholders .
• Watch items / potential red flags:
  • Long tenure and prior executive role may raise independence optics for some investors, despite formal independence determination .
  • No committee assignments limits direct influence on audit/compensation/nominating oversight; engagement primarily at full Board level .
  • Board-level note: Audit Committee does not designate a formal “financial expert” (though an independent director with the requisite expertise is available but not serving due to prior association), which some governance frameworks view as a weakness; not specific to Mr. Norbitz .
  • Related-party exposure: Proxy outlines policy, with no specific related-party transactions disclosed involving Mr. Norbitz; continued monitoring recommended .

Related Party Transactions and Conflicts

• Policy: All related-person transactions ≥$120,000 must be pre-approved/ratified by the Audit Committee, with defined exemptions and annual reviews .
• Disclosures: The proxy does not disclose any specific related-party transactions involving Mr. Norbitz in FY2025; none reported beyond policy description .

Say‑on‑Pay & Shareholder Feedback (Context)

• 2023 advisory vote on executive compensation: 76.0% approval; next vote planned for 2026 per three-year frequency .

Director Compensation Detail (FY2025)

Non-employee director program: $40,000 annual retainer; $1,000 per Board/Audit/Compensation meeting; $2,000 annual fee for Audit/Compensation Committee membership (Mr. Norbitz not a member) .

Board Governance (Committee Composition)

Attendance and Meetings (FY2025)