William Hammett, Jr.
About William C. Hammett, Jr.
William C. Hammett, Jr., age 79, has served as an independent director of RAVE Restaurant Group since 2007. He is designated the Audit Committee financial expert and chairs RAVE’s Audit Committee, reflecting deep finance leadership across restaurant, entertainment, and hospitality sectors (CFO roles at Dave & Buster’s, La Quinta Inns, Pegasus Solutions) and prior tenure at PriceWaterhouseCoopers . The Board affirms independence for current directors under Nasdaq rules (with a limited Audit-Committee-specific exception only for the Chairman, not Hammett) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whataburger franchisee | Acting CFO | Since 2021 | Active finance leadership in multi-unit restaurant operations |
| Pegasus Solutions, Inc. | CFO & EVP | 2006–2008 | Global hospitality tech finance oversight |
| Dave & Buster’s, Inc. | CFO & SVP | 2001–2006 | Restaurant/entertainment complex finance leadership |
| La Quinta Inns, Inc. | CFO/SVP Accounting & Administration | 1992–1997 | National hotel chain finance and administration |
| Self-employed (restaurant industry) | Principal | 1997–2001 | Industry experience bridging operations and finance |
| PriceWaterhouseCoopers | Professional staff | Prior to 1992 | Foundational public accounting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Whataburger franchisee | Acting CFO | Since 2021 | Private franchisee; no RAVE-related transactions disclosed |
No other current public company directorships are disclosed in RAVE’s proxy biography for Mr. Hammett .
Board Governance
- Committee assignments (FY2025): Audit Committee Chair; Compensation Committee member; Nominating & Governance Committee member .
- Independence: All current directors are independent per Nasdaq listing standards; Mr. Schwarz is the only director noted as not independent solely for Audit Committee requirements (Hammett remains independent) .
- Attendance: The Board met 4 times in FY2025; all current directors attended at least 75% of Board and committee meetings; three of four incumbent directors attended the last annual shareholders meeting .
- Executive sessions: Independent directors meet at least twice annually apart from management .
- Risk oversight: Audit oversees financial risk and cybersecurity; Compensation oversees compensation risk; Nominating & Governance oversees board independence and conflicts .
| Committee | Member | Chair? | FY2025 Meetings |
|---|---|---|---|
| Audit | William C. Hammett, Jr. | Yes | 4 |
| Compensation | William C. Hammett, Jr. | No (Chair: Mark E. Schwarz) | 1 |
| Nominating & Governance | William C. Hammett, Jr. | No (Chair: Mark E. Schwarz) | — (no meetings reported) |
Fixed Compensation
- Director cash compensation policy: Annual retainer $23,000 for Chairman; $17,000 for other non-employee directors; $1,000 per Board meeting; $250 per committee meeting; expense reimbursement .
- Equity opportunity (policy): Under LTIPs, non-employee directors are eligible for automatic stock option grants based on personal share purchases; exercise price at market; first exercisable one year after grant; 10-year term; maximum 40,000 shares per year .
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees Earned in Cash ($) | 23,250 | 23,750 | 22,750 |
| Option Awards ($) | — | — | — |
| Total Director Compensation ($) | 23,250 | 23,750 | 22,750 |
| Policy Element | Amount/Term | Details |
|---|---|---|
| Annual Retainer (Chairman) | $23,000 | Cash |
| Annual Retainer (Non-employee directors) | $17,000 | Cash |
| Board meeting fee | $1,000 | Per meeting |
| Committee meeting fee | $250 | Per meeting |
| Director option grants (legacy 2015 LTIP) | Up to 40,000 shares | Two options per share purchased in prior fiscal year; vest 1 year; 10-year expiry; strike at market |
Performance Compensation
- Directors do not receive performance-linked cash bonuses, PSUs, or TSR-based awards. Equity eligibility is via options linked to directors’ personal share purchases under the LTIPs; no director RSUs or performance metric frameworks are disclosed for non-employee directors .
- Repricing prohibition: The 2025 LTIP prohibits repricing or replacing options without shareholder approval .
- Change-in-control: Immediate full vesting and lapse of restrictions on options/rights/restricted shares/RSUs for employees and directors upon change-in-control .
| LTIP Feature (Director-relevant) | Provision |
|---|---|
| Award types | Options, restricted shares, RSUs, rights |
| Shares available (2025 LTIP) | 1,500,000 shares |
| Repricing | Prohibited without shareholder approval |
| Vesting acceleration (CIC) | Options/rights fully exercisable; RSUs and restricted shares fully vested |
| Option exercise price | ≥ fair market value at grant |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in RAVE proxy biography |
| Prior public company boards | Not disclosed |
| Non-profit/academic boards | Not disclosed |
| Interlocks/related parties | No Hammett-related transactions disclosed; related party disclosure pertains to Chairman Mark E. Schwarz/Newcastle entities |
Expertise & Qualifications
- Audit Committee Financial Expert designation under SEC rules; Chair of Audit Committee .
- Senior finance leadership across restaurant/entertainment/hospitality industries (CFO roles) and public accounting pedigree .
- Industry experience supports oversight of franchise, operations, and financial reporting risk .
Equity Ownership
- Beneficial ownership: 25,000 shares; includes 10,000 shares acquirable via currently exercisable options; represents less than 1.0% of shares outstanding; no pledges indicated in the ownership table .
- Shares outstanding at record date: 14,211,566 (Oct 13, 2025) .
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 25,000 (incl. 10,000 exercisable options) |
| Ownership (% of class) | <1.0% (per proxy notation) |
| Shares pledged as collateral | None indicated |
| Shares outstanding (Record Date) | 14,211,566 (Oct 13, 2025) |
| Unexercised Options Held (shares) as of fiscal year end | FY2019 | FY2021 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Hammett | 19,800 | 10,000 | 10,000 | 10,000 | 10,000 |
Insider trading activity: No Form 4 transactions for “Hammett” were found for RAVE between 2024-01-01 and 2025-12-31 (insider-trades skill query; no records returned).
Governance Assessment
- Strengths: Independent director with multi-decade CFO experience in relevant industries; serves as Audit Chair and SEC-designated financial expert; meets attendance and independence standards; committee workload suggests strong engagement on financial oversight and governance .
- Alignment: Modest direct ownership with 10,000 exercisable options; director equity program ties option grants to personal share purchases, encouraging “skin in the game” without introducing repricing risk; no pledging disclosed .
- Potential RED FLAGS and monitoring items:
- Age/tenure: At 79 with service since 2007, board succession and refresh considerations warrant monitoring to sustain audit expertise continuity .
- Concentration of influence elsewhere: Related-party dynamics center on Chairman/major shareholder (Newcastle group), not Hammett; vigilance remains prudent on independence in compensation/nomination processes given committee chairs held by Chairman .
- Equity exposure: Ownership is <1%, typical for micro-cap boards, but continued tracking of purchases (which drive option grants) can indicate confidence signals; no recent Form 4s found in 2024–2025 for Hammett.
Overall implication: Hammett’s finance depth and audit leadership bolster board effectiveness on reporting and controls. Governance risk appears limited for Hammett personally; primary conflict risk at RAVE originates from a concentrated shareholder/Chairman structure rather than this director, underscoring the value of Hammett’s independent audit oversight .