Anthony S. Ackil
RED ROBIN GOURMET BURGERSAbout Anthony S. Ackil
Independent Chair of the Board (since April 2025) and director since 2020; age 50. CEO and founder of Streetlight Ventures (2019–present), previously CEO of B.GOOD (2004–2018), with early consulting roles at IBM and PwC. Holds a B.A. in Government from Harvard University. Brings 20+ years of restaurant leadership, technology, accounting, finance, and strategy expertise to RRGB’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Streetlight Ventures | Chief Executive Officer | 2019–present | Leads a restaurant management and investment platform; strategy and operations across brands |
| B.GOOD | Chief Executive Officer | 2004–2018 | Grew brand to 80+ locations; operational scale-up and brand building |
| IBM | Consultant (internet strategy, corporate structure) | Early career | Technology and organizational consulting |
| PricewaterhouseCoopers | Consultant | Early career | Accounting/finance-related consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Project Bread | Board service | 2018–present | Non-profit governance |
| Tio Juan’s Margaritas | Board service | 2018–present | Restaurant board role |
| B.GOOD | Board service | 2004–2021 | Former board role tied to CEO tenure |
| b.good Family Foundation | Board service | 2014–2021 | Philanthropy governance |
Board Governance
- Independence: Classified as independent; board 88.9% independent; all committees fully independent .
- Leadership: Independent Chair of the Board since April 2025; roles include presiding over meetings, agenda development with CEO, and stockholder consultation as appropriate .
- Committees: Member, Compensation Committee (CC); served as CC Chair through April 24, 2025 before Anddria Varnado became Chair .
- Attendance: Board held 15 meetings in 2024; each current director attended over 95% of combined Board/committee meetings; directors attend executive sessions regularly without management .
- Governance practices: Declassified board, majority voting in uncontested elections, proxy access, anti-hedging/pledging, clawback policy, limits on outside board service, robust annual evaluations .
Fixed Compensation
| Component | 2024 Amounts / Terms | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director retainer |
| Committee chair fees | CC Chair: $17,500; AC Chair: $25,000; NGC Chair: $12,500; FC Chair: $12,500 | Fee schedule for chairs |
| Board Chair fee | $95,000 | Applies to Board Chair role (Ackil appointed in April 2025) |
| 2024 fees earned (Ackil) | $92,500 | Reflects retainer plus chair responsibilities in 2024 |
| Meal discounts | Eligible per senior leader policy | Minor perquisite for directors |
Performance Compensation
| Equity Type | Grant Date/Value | Shares/Terms | Vesting | Accounting Value |
|---|---|---|---|---|
| RSUs (annual director grant) | Target ~$120,000 | 16,415 RSUs (May 2024 for most directors) | Vest in full at later of 50 weeks post-grant or next annual meeting | Fair value computed at grant date closing price $6.76; Ackil stock awards value $110,965 in 2024 |
| Options | None granted to directors since 2016 | N/A | N/A | N/A |
Compensation Committee program oversight (Ackil served on CC, Chair through April 24, 2025):
- 2024 STI metrics and outcomes (applies to executives; informs pay-for-performance governance):
- Annual Adjusted EBITDA (60% weight): 0% payout (actual $38.5mm vs $70.0mm target; 54.91% achievement) .
- Quarterly Adjusted EBITDA (25% weight): Q1 90.29% of target; Q2–Q4 0% (kicker not achieved) .
- Relative Guest Traffic (15% weight): 60th percentile vs 70-brand benchmark; 140% payout .
- Aggregate STI payout: 26.64% of target; example NEO payouts disclosed .
- LTI metrics and outcomes:
- PSUs (relative TSR, 3-year): 2022–2024 cycle paid 0% due to TSR below 25th percentile; RRGB TSR −67.4%, 14th percentile .
Other Directorships & Interlocks
| Company/Entity | Role | Public Company? | Interlock Notes |
|---|---|---|---|
| Project Bread | Board service | No | Non-profit; no disclosed RRGB interlocks |
| Tio Juan’s Margaritas | Board service | Private | No disclosed RRGB interlocks |
| B.GOOD; b.good Family Foundation | Past board service | Private/Non-profit | Historical roles |
- Activism context: December 2024 Cooperation and Equity Purchase Agreements with JCP Investment Management and Jumana Capital; added directors James C. Pappas and Christopher Martin to Board and Finance Committee; investors acquired ~20% of shares (aggregate 3,475,574) via combined holdings/purchases; subject to standstill and voting commitments .
Expertise & Qualifications
- Restaurant/hospitality executive leadership; accounting/financial expertise; business transformation; marketing/consumer insights; M&A experience .
- Technology/consulting background (IBM, PwC); Harvard B.A. in Government .
Equity Ownership
| Category | Shares/Units | Details |
|---|---|---|
| Direct common shares | 31,098 | Held directly by Ackil |
| RSUs (director grant) | 16,415 | Scheduled to vest within 60 days of April 11, 2025 |
| Total beneficial ownership | 47,513 | As of April 11, 2025; percent of class “<1%” |
| Options | None | No director options since 2016 |
| Pledging/Hedging | Prohibited | Formal anti-hedging and anti-pledging policy for directors |
| Stock ownership guideline | 5× annual cash retainer ($375,000 cost basis) | Directors have 5 years to comply; all directors in compliance or on track; no sale of award shares during tenure as of measurement date |
Governance Assessment
- Board effectiveness: Strong structure with independent Chair (Ackil), majority-independent board/committees, executive sessions, proxy access, majority voting, and robust evaluation process—a positive signal for oversight quality .
- Compensation oversight: CC chaired by Ackil through April 24, 2025; rigorous pay-for-performance design with low 2024 STI payout (26.64%) and 0% PSU vesting for 2022–2024 TSR—supports discipline and alignment .
- Shareholder alignment: Director RSUs with near-term annual vesting linked to service; director ownership guidelines (5× retainer) and anti-hedge/pledge policies strengthen alignment .
- Independence/engagement: Ackil independent; board reports >95% attendance; active shareholder engagement including cooperation with significant holders—enhances investor confidence .
- Potential conflicts/related party: No related party transactions disclosed involving Ackil; Audit Committee oversees RPTs and approves only transactions fair to stockholders .
- Red flags/risks: Concentrated ownership by JCP/Jumana (~19.6%) requires vigilant independence from investor influence; mitigated by standstill/voting commitments and independent leadership . Anti-hedging/pledging, clawback, no excise tax gross-ups, and no option repricing reduce governance risk .
- Say-on-pay: 86% approval in 2024 (prior five years >90%) indicates generally supportive shareholder sentiment on compensation .
Director Compensation (2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $92,500 |
| Stock Awards (RSUs fair value) | $110,965 |
| Total 2024 Compensation | $203,465 |
| Outstanding RSUs at FY-end | 16,415 |
Board Committees (Current Composition and 2024 Activity)
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Lumpkin; Conforti; Miller Regan | Lumpkin | 9 |
| Compensation | Varnado; Ackil; Page; Pappas | Varnado (Ackil Chair until Apr 24, 2025) | 5 |
| Nominating & Governance | Page; Martin; Varnado | Page | 5 |
| Finance | Conforti; Lumpkin; Martin; Pappas; Miller Regan | Conforti | 14 |
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 86% in 2024; prior five consecutive years >90% approval; annual frequency maintained per 2023 vote (~95% for annual) .
- Engagement: Outreach to holders representing >50% of common stock; Q4 discussions with two stockholders who collectively own ~20% post cooperation—topics included strategy, capital structure, governance, and compensation .
Compensation Structure Analysis (Executive Program overseen by CC)
| Metric/Design | 2024 Design/Outcome |
|---|---|
| STI metrics | 60% Annual Adjusted EBITDA; 25% cumulative quarterly Adjusted EBITDA; 15% Relative Guest Traffic; “kicker” up to +25% of target if annual Adjusted EBITDA ≥120% |
| STI payout | 26.64% of target; Annual Adjusted EBITDA 0%; Q1 EBITDA 90.29%, other quarters 0%; Relative Guest Traffic 140% |
| LTI mix | 50% PSUs (relative TSR, 3-year); 50% RSUs (time-based) |
| PSU safeguard | If Company TSR negative, payout capped at target even with peer outperformance |
| 2022–2024 PSU outcome | 0% payout; Company TSR −67.4%, 14th percentile vs peer group |
| Consultant | Meridian Compensation Partners; independence confirmed |
| Risk controls | Caps, clawback, anti-hedging/pledging, double-trigger CIC, no excise tax gross-ups, no option repricing |
Related Party Transactions (Conflict Controls)
- Policy: Audit Committee reviews and approves RPTs; must be fully informed and only approve transactions fair and consistent with stockholder interests .
- 2024 Cooperation/Equity Purchase Agreements: Added two investor-nominated directors; standstill and voting commitments in place .
- No RPTs disclosed involving Ackil .
Equity Ownership & Alignment Guidelines
- Directors must hold securities with cumulative cost basis ≥5× retainer ($375,000); 5-year compliance window; all directors in compliance/on track; no sale of award shares during tenure at measurement date .
- Anti-hedging and anti-pledging policy applies to directors .
Expertise & Qualifications Matrix (Selected)
- Restaurant/hospitality executive leadership; accounting/financial; business transformation; marketing/consumer insights; M&A .
- Governance experience through board leadership; independent Chair responsibilities .
Governance Conclusion
- Net governance signal: Positive. Independent Chair, strong committee independence and engagement, rigorous pay-for-performance execution (low payouts when targets missed), and robust shareholder rights/policies support investor confidence .
- Monitoring points: Influence from significant holders (JCP/Jumana ~19.6%) warrants continued vigilance; Ackil’s external restaurant affiliations show industry expertise, with no disclosed related-party conflicts at RRGB .