James C. Pappas
RED ROBIN GOURMET BURGERSAbout James C. Pappas
Independent director of Red Robin Gourmet Burgers, Inc.; age 44; joined the Board in December 2024 pursuant to a Cooperation Agreement with JCP Investment Management and Jumana Capital; serves on the Compensation Committee and Finance Committee; founder and Managing Member of JCP Investment Management; B.B.A. in Information Technology and Master of Finance from Texas A&M University . He is designated independent under Nasdaq/SEC standards, with Red Robin’s Board composition at 88.9% independent in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JCP Investment Management | Founder, Managing Member, Owner | Founded June 2009; ongoing | Activist/turnaround expertise; public board designations |
| Goldman Sachs (Investment Banking/Leveraged Finance) | Advisor on LBO, recap, refinancing | 2005–2007 | Financial structuring experience |
| Private investor/consultant | Private investor and business consultant | 2007–2009 | Portfolio and advisory work |
| Jamba, Inc. | Director | 2015–2018 | Food retail governance |
| The Pantry, Inc. | Director | 2014–2015 | Convenience retail governance |
| Morgan’s Foods, Inc. | Director | 2012–2014 | Restaurant operations oversight |
| U.S. Geothermal Inc. | Director | 2016–2018 | Energy company governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Natural Foods, Inc. (NYSE: UNFI) | Director | Since Sept 2023 | Food distribution oversight |
| Innovative Food Holdings, Inc. | Director; Chairman since 2023 | Director since 2020; Chair since 2023 | Specialty food platform leadership |
| Tandy Leather Factory, Inc. (NASDAQ: TLF) | Director | Since 2016 | Specialty retail governance |
Board Governance
- Independence and committees: Independent director; member, Compensation Committee and Finance Committee; not a committee chair .
- Board composition and engagement: Board 88.9% independent; all committees comprised solely of independent directors; incumbent directors collectively attended over 95% of combined Board and applicable committee meetings in 2024; Board held 15 meetings (Audit 9; Compensation 5; Nominating & Governance 5; Finance 14) .
- Governance practices: Independent Chair; regular executive sessions; proxy access; anti-hedging/anti-pledging; annual Board evaluations; majority voting standard in uncontested elections .
- Outside board limits: Directors may serve on ≤4 public company boards; audit committee members on ≤3 audit committees without Board determination of capacity; Pappas (RRGB + UNFI + IFHI + TLF) fits within the stated limit .
Fixed Compensation
| Component | Structure/Terms | 2024 Amount (Pappas) |
|---|---|---|
| Annual cash retainer | $75,000 per non-employee director; paid quarterly in advance; additional chair retainers: Board Chair $95,000; Audit Chair $25,000; Compensation Chair $17,500; Nominating & Governance Chair $12,500; Finance Chair $12,500 | $5,959 (prorated for service from Dec 3, 2024) |
| Annual RSU grant (directors) | Target grant date value ~$120,000; vests at 50 weeks post-grant or at next annual meeting, whichever later | $57,168 grant-date fair value (prorated); 10,567 RSUs granted Dec 3, 2024; fair value computed using $5.41 closing price at grant |
2024 director compensation totals: Fees $5,959; Stock Awards $57,168; Total $63,127 for Pappas .
Performance Compensation
- Non-employee director pay is not tied to performance metrics; equity is time-based RSUs with the vesting schedule noted above .
- No option grants to non-employee directors since 2016; options remain outstanding only if previously granted .
Other Directorships & Interlocks
| Company | Relationship to RRGB | Potential Interlock/Consideration |
|---|---|---|
| United Natural Foods, Inc. (UNFI) | Food distributor; Pappas is director | Monitor for supplier relationships or procurement overlaps; Audit Committee oversees related party transactions |
| Innovative Food Holdings, Inc. | Specialty food platform; Pappas is Chairman | Potential food sourcing adjacency; transaction review per policy |
| Tandy Leather Factory, Inc. | Leather goods retailer; Pappas is director | Low direct overlap with RRGB operations |
- The Audit Committee reviews and must approve any related party transactions required to be disclosed; only those fair and in stockholders’ best interests are approved .
Expertise & Qualifications
- Skills matrix shows Pappas brings restaurant/hospitality leadership, accounting/financial expertise, business transformation, M&A experience; also governance exposure .
- Education: B.B.A. (Information Technology) and Master of Finance, Texas A&M University .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs/Options | Notes |
|---|---|---|---|
| James C. Pappas (Director) | — (no common shares reported as of Apr 11, 2025 in director table) | 10,567 unvested RSUs (director grant Dec 2024) | Disclaims beneficial ownership of shares held by JCP-managed accounts except to extent of pecuniary interest |
| JCP + Jumana aggregates | 3,475,574 shares; 19.60% of outstanding (Apr 11, 2025) | N/A | Per Schedule 13D/A (Dec 4, 2024) allocations among JCP entities and Jumana |
- Director stock ownership guidelines: Non-employee directors must hold Company securities with cumulative cost basis ≥5× annual cash retainer ($375,000); five-year compliance window; equity (including RSUs and vested in-the-money options) counts; as of annual measurement date, all directors were in compliance or on track and have not sold award shares during tenure .
- Hedging/pledging: Prohibited for directors and executive officers .
Governance Assessment
- Committee assignments and engagement: Pappas sits on Compensation and Finance—two high-impact committees. Compensation Committee makes CEO performance evaluations and sets executive pay; Finance Committee met 14× in 2024 on capital structure, long-range planning, M&A, and extraordinary stockholder engagement—indicating high engagement level and influence on capital allocation decisions .
- Independence and attendance: Board and committee independence is robust, with executive sessions and high attendance (>95%)—supporting board effectiveness and investor confidence .
- Ownership alignment: While Pappas’ personal director table shows no common shares, he received RSUs and is affiliated with JCP entities that, together with Jumana, owned ~19.6% as of April 2025; ownership guidelines and anti-hedging/pledging policies promote alignment .
- Potential conflicts and safeguards: The December 2024 Cooperation Agreement gave JCP and Jumana director designation rights and was coupled with an Equity Purchase Agreement (1,600,909 shares at $5.19; ~$8.31M proceeds; aggregate ~20% post-purchase). Audit Committee oversees related party transactions; standstill and voting commitments apply—mitigating governance risk but concentration requires monitoring for influence over strategy and committee decisions .
- Director pay structure: Cash retainer and time-based RSUs with near‑annual vesting (50 weeks/next AGM)—no performance metrics—limits pay-for-performance signaling for directors but aligns with standard governance practice; 2024 amounts for Pappas were appropriately prorated .
RED FLAGS and Watch Items
- Concentrated shareholder influence: JCP/Jumana ~19.6% ownership post-transaction and board designation rights; monitor voting commitments, committee influence, and any future transactions for conflicts .
- Interlocks in food ecosystem: Roles at UNFI and IFHI warrant oversight to avoid any preferential sourcing or transactions; Audit Committee’s pre-approval policy is the control mechanism .
- Director equity is time-based: No performance-conditioned director equity; while typical, it reduces explicit performance alignment signals for board pay .
- No hedging/pledging and robust clawback policy (executive incentives): Positive governance signals; maintain enforcement vigilance .
Shareholder Engagement Signals
- 2024 say-on-pay approval over 86% indicates investor support for compensation framework; Board added two independent directors (including Pappas) via Cooperation Agreement following outreach with holders representing >50% and ~20% combined ownership—reflects responsiveness to investors .
Related Transactions Snapshot
| Date | Counterparties | Shares | Price | Proceeds/Ownership | Notes |
|---|---|---|---|---|---|
| Dec 3, 2024 | JCP & Jumana | 1,600,909 | $5.19 per share | $8,308,717.71 gross; aggregate ~20% ownership post-acquisition | Cooperation Agreement: director designation rights; standstill & voting commitments; Pappas and Martin appointed to Board and Finance Committee |
Director Equity Detail (as of FY-end 2024)
| Award Type | Quantity | Vesting | Fair Value Basis |
|---|---|---|---|
| RSUs (Dec 3, 2024 grant) | 10,567 | Vest in full on later of 50 weeks post-grant or next annual meeting | Closing price at grant $5.41; prorated target $120,000 converted using 30‑day average price $5.32 |
Committees and Attendance Context
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Compensation | Member | 5 | CEO performance evaluation; executive/director pay oversight |
| Finance | Member | 14 | Capital structure, M&A, budgets, extraordinary stockholder engagement |
| Board | Director | 15 | Collective director attendance >95% in 2024 |
Summary Implications for Investors
- Governance quality is strong: independent committees, majority voting, executive sessions, ownership/anti-hedging policies. Pappas brings activist and turnaround finance expertise relevant to Red Robin’s North Star transformation plan .
- Influence risk is manageable but material: JCP/Jumana’s sizable stake and designation rights create potential conflicts; the Audit Committee’s review policy and standstill/voting commitments are safeguards—continued monitoring is warranted, especially around capital allocation and compensation decisions .
- Alignment: Director equity and ownership guidelines support alignment; absence of performance-based director pay is standard but reduces explicit performance signaling .