Dimitrios Angelis
ONE Group HospitalityAbout Dimitrios Angelis
Independent Class I director (since March 28, 2018), age 55, with 30 years of legal, strategic, and corporate governance experience. He is a founder of medical device companies (since 2018), partner at OGC Solutions, and has served as general counsel and strategic advisor to technology and life sciences companies worldwide since 2005. Education: BA in Philosophy and Literature (Boston College), MA in Behavioral Science (California State University), JD (NYU School of Law). Core credentials include executive leadership, board governance, and risk mitigation across public and private companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OGC Solutions (law firm) | Partner; General Counsel/Strategic Advisor to tech/life sciences | Since 2005 | Legal, risk mitigation, strategic advisory for public/private companies |
| Medical Device Ventures | Co-founder (biologics rotator cuff repair; FDA Breakthrough Device cartilage replacement in trials) | Since 2018 | Product development; regulatory strategy (FDA-cleared product; breakthrough designation) |
| AmeriHoldings, Inc. (NASDAQ: AMRH) | Director; served as CEO and Chair of a public company (prior) | 2015–~2020 | Oversight through IPO to name change and sale after five years |
| Digirad Corporation (NASDAQ: DRAD) | Director | Aug 2015 – Aug 2020 | Board governance in healthcare/diagnostics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| reAlpha Inc. (NASDAQ: AIRE) | Director | Since 2023 | AI-driven real estate technology; also referenced as reAlpha Tech Corp. |
| Private company boards | Director/advisor | Ongoing | Several private boards; strategic and legal guidance |
Board Governance
- Classification and tenure: Class I director with term ending at the 2026 annual meeting; Board is classified into three classes with staggered terms .
- Independence: Determined independent under NASDAQ rules; Board is 78% independent; Audit, Compensation, and Nominating & Governance Committees are fully independent .
- Committee assignments:
- Compensation Committee Chair; members: Angelis (Chair), Bullis, Ross, Serruya .
- Audit Committee member; members: Bullis (Chair), Angelis, Serruya, Chambers, Lintonsmith, Olinger .
- Attendance and engagement: Board met 10 times in FY2024; committees met 6 times; each director attended >75% of Board/committee meetings; Angelis attended the 2024 annual meeting; non-employee directors hold executive sessions at each quarterly Board meeting .
- Governance policies: Hedging, pledging, and short sales prohibited; clawback policy; stockholder communications pathway; Insider Trading Policy on file .
Fixed Compensation
| Component | 2024 Amount ($) | Mix/Notes |
|---|---|---|
| Annual Board retainer | 175,000 | 40% cash; 60% stock |
| Committee chair fee (Compensation) | 12,500 | Cash |
| Cash paid (total) | 82,500 | 40% of retainer ($70,000) + chair ($12,500) |
| Stock awards (grant-date fair value) | 105,000 | 60% of retainer |
| Total director compensation | 187,500 | Non-employee director |
The Company reimburses reasonable travel expenses; employee directors receive no director compensation .
Performance Compensation
- No performance-based or option awards disclosed for directors; director compensation consists of cash retainers, chair fees, and equity retainer via stock awards (no performance metrics tied to director pay) .
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| reAlpha Inc. | AIRE | Director (since 2023) | No disclosed commercial relationship with STKS; appears unrelated to restaurant operations . |
| AmeriHoldings, Inc. | AMRH | Former Director (and prior public company CEO/Chair experience) | Historical role; no current STKS transactions disclosed . |
| Digirad Corporation | DRAD | Former Director (2015–2020) | Historical; no disclosed STKS interlock . |
- Nomination origin: Initially designated via an arrangement with Kanen Wealth Management (the “Kanen Group”), which granted a right to designate a director; Angelis was nominated/elected in 2020 and re-elected, with Kanen subject to standstill and voting commitments. This reflects shareholder-influenced board composition but no related-party transactions involving Angelis disclosed .
Expertise & Qualifications
- 30 years in legal/strategic/corporate governance; executive and entrepreneurial experience; board service on public and private companies; risk mitigation and advisory roles .
- Education: BA (Boston College), MA (California State University), JD (NYU School of Law) .
- Board skill matrix marks corporate governance, risk management, and senior executive expertise among Board competencies .
Equity Ownership
| Holder | Shares Owned | Options/Warrants within 60 days | RSUs (Unvested) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Dimitrios Angelis | 130,131 | — | — | 130,131 | <1% |
- Hedging/pledging prohibited under Company Insider Trading Policy; no pledging disclosed for Angelis .
- Ownership guidelines for directors not disclosed; no director-specific guideline compliance status disclosed .
Governance Assessment
-
Strengths:
- Independent director with dual committee roles (Audit member; Compensation Chair), indicating high engagement in financial oversight and pay governance .
- Consistent attendance (>75% of meetings); participation in executive sessions of non-employee directors .
- Ownership alignment via equity retainer (60% stock) and direct share ownership; hedging/pledging prohibited; clawback policy in place .
- Compensation Committee uses independent consultant (FW Cook), peer benchmarking, and structured policies—supportive of pay governance quality .
-
Watch items / potential conflicts:
- Nomination via Kanen Group arrangement suggests activist influence on board composition; while accompanied by standstill and voting commitments, this can affect perceived independence of director pipelines and signals ongoing shareholder influence dynamics .
- Extensive external commitments (multiple boards, private company advisories) warrant monitoring for director bandwidth; no attendance shortfalls disclosed, but ongoing oversight is prudent .
- No related-party transactions involving Angelis disclosed; overall related-party oversight rests with Audit Committee, where Angelis serves, mitigating conflict risk .
-
Signals affecting investor confidence:
- Fully independent Compensation Committee chaired by Angelis with outside consultant support and annual risk assessment enhances pay-for-performance credibility .
- Board independence (78%) and regular executive sessions support effective oversight; 2024 say-on-pay approval at 94% indicates shareholder support for compensation governance environment .