Emanuel Hilario
ONE Group HospitalityAbout Emanuel Hilario
Emanuel “Manny” P.N. Hilario, age 57, is President, Chief Executive Officer, and a Class III Director of The ONE Group Hospitality, Inc. (STKS). He has served as a director since April 10, 2017 and as CEO since October 30, 2017 . He holds a Bachelor of Science and Commerce from Santa Clara University (1990) . During his tenure, the company transformed via the Benihana/RA Sushi acquisition: FY2024 revenue rose to $673.3 million with Adjusted EBITDA of $75.2 million (vs. $32.8 million in 2023), albeit with a GAAP net loss due to transaction/integration costs; Q1 2025 delivered $211.1 million in revenue and $25.2 million Adjusted EBITDA . Pay-versus-performance disclosures show total shareholder return (TSR) value of $46 at YE 2024 vs. $97 at YE 2023, reflecting a challenging market backdrop and acquisition-related effects .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sizzling Platter | Chief Financial Officer | 2015–Oct 2017 | CFO across 400+ franchised units; licensing/franchising expertise |
| Einstein Noah Restaurant Group | Chief Operating Officer | 2013–2014 | Operations leadership in casual dining |
| Einstein Noah Restaurant Group | Chief Financial Officer | 2010–2013 | Finance/transformation at public restaurant operator |
| McCormick & Schmick’s Seafood Restaurants | Chief Financial Officer; Director | 2004–2009; Director 2007–2009 | Fine dining operations; board-level governance |
| Angelo and Maxie’s, Inc. | Chief Financial Officer; operations lead | Pre-2004 | Day-to-day operations of steakhouse concept |
| McDonald’s | Various operational and financial roles | Early career | Ground-up operating and finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TransAct Technologies Incorporated (NASDAQ: TACT) | Director | Since 2019 | Board service at software-driven printing solutions company |
Fixed Compensation
| Metric (CEO) | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 700,000 | 700,000 | Employment agreement current base salary $700,000 |
| Target Annual Bonus (% of salary) | 100% | 100% | Target per employment agreement |
| Other Compensation ($) | 37,462 | 37,462 (incl. $24,000 transportation allowance) | Corporate perquisites detail per proxy footnote |
Performance Compensation
| Category | Metric | Weight | Target | Actual | Payout | Vesting/Terms |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | Adjusted EBITDA (Company) | 75% | Company-set target | Not met | $0 | Standard annual bonus mechanics |
| Annual Incentive (2024) | Individual Goals | 25% | 100% of weighted tranche | 90% attainment | $157,500 (equals reported non-equity incentive) | Paid per plan, aligns to one-quarter of target bonus and 90% attainment |
| 2024 Special Transaction Bonus | Cash Bonus | — | — | Recognized for Benihana acquisition | $350,000 | One-time award on May 1, 2024 |
| 2024 Long-Term Equity | RSUs | — | Grant-date fair value $350,000 (total equity awards) | Awarded Mar 4, 2025: 58,725 RSUs | Part of $350,000 | Vests ratably over 3 years |
| 2024 Long-Term Equity | PSUs | — | Grant-date fair value $350,000 (total equity awards) | Awarded Mar 4, 2025: 72,364 PSUs | Part of $350,000 | Market condition + time; see PSU schedules below |
Program design: CEO compensation is ~60% at risk (financial + non-financial metrics), with annual goals weighted 75% to company financial (Adj EBITDA) and 25% to individual performance; clawback policy applies; no excise tax gross-up on severance; independent consultant FW Cook supports committee .
Long-term incentives detail (vesting schedules and performance conditions)
| Grant Date | Instrument | Shares | Key Terms |
|---|---|---|---|
| Sep 24, 2021 | RSUs | 400,000 | Vest over 4 years beginning Aug 31, 2022 |
| Mar 1, 2022 | RSUs | 30,919 | Vest ratably over 3 years |
| Sep 2, 2022 | RSUs | 100,000 | Vest annually over 4 years |
| Sep 2, 2022 | PSUs | 500,000 | Stock price targets across 4 consecutive 12‑month periods; can be earned early and vest in/after target periods; market + time conditions |
| Mar 7, 2023 | RSUs | 46,032 | Vest ratably over 3 years |
| Apr 2, 2024 | PSUs | 61,082 | Earnable anytime prior to 3rd anniversary upon attaining 15% YoY CAGR in VWAP; market + time |
| Jul 1, 2024 | RSUs | 11,513 | Vest ratably over 3 years |
| Mar 4, 2025 (counted in 2024 awards) | RSUs | 58,725 | Vest ratably over 3 years |
| Mar 4, 2025 (counted in 2024 awards) | PSUs | 72,364 | Market + time conditions |
Stock options (CEO)
| Grant/Status | Options | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|
| Exercisable | 300,000 | 1.42 | 10/30/2027 | — |
| Exercisable | 68,000 | 2.99 | 2/18/2029 | — |
| Unexercisable | 81,616 | 5.73 | 04/02/2034 | Vests on one-year anniversary of 04/02/2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,596,114 shares; 5.1% of common shares outstanding as of March 24, 2025 |
| Within 60 days: Options/Warrants | 449,616 shares (exercisable within 60 days) |
| RSUs counted in beneficial ownership | None shown in 2025 table; unearned equity awards 638,589 units remain outstanding (market/time conditions) |
| Hedging/Pledging | Company prohibits hedging, pledging, and short sales of company stock |
| Ownership Guidelines | Not disclosed in proxy materials; no explicit multiple-of-salary guideline found (hedging/pledging prohibition and clawback policy disclosed) |
| 10b5‑1 trading plans | No director/officer adopted, modified, or terminated Rule 10b5‑1 plans in Q1 2025 |
Employment Terms
| Term | CEO Agreement Details |
|---|---|
| Agreement Date & Term | September 2, 2022; five-year term, auto-renewal for one-year periods unless 90-day notice |
| Base Salary | $700,000; increases possible, no decreases |
| Target Annual Incentive | 100% of then-effective base salary; over/under target payouts permitted per goal achievement |
| Long-Term Incentive Target | 50% of base salary, based upon corporate performance objectives |
| Non-compete/Non-solicit | 18-month non-compete and non-solicit post-termination |
| Severance (without cause/for good reason or non-renewal) | Accrued obligations; 18 months salary paid monthly; monthly bonus equivalent to 1/12 of target for 18 months (based on YTD performance approval); acceleration of time-based equity scheduled to vest within 18 months; COBRA premiums up to 18 months |
| Change-of-control | If terminated within 24 months of CoC, severance payable lump sum; any equity awards subject to vesting will vest immediately before change-of-control |
| Clawback | Policy in place |
| Tax gross-ups | No excise tax gross-up on severance |
Board Governance
- Board service: Class III Director since 2017; nominated and re‑elected in 2025 for term expiring 2028; received 99.9% “FOR” votes at the 2025 Annual Meeting .
- Independence: Board is 78% independent; Hilario is non‑independent; CEO and Executive Chairman positions are separated .
- Committees: Fully independent Audit, Compensation, and Nominating & Governance committees; Hilario does not serve on these committees .
- Meeting attendance: Each director attended >75% of Board and committee meetings in FY2024; executive sessions held quarterly for non‑employees .
- Director compensation: Employee directors (e.g., CEO) receive no compensation for Board service; non‑employee directors received a $175,000 retainer (40% cash/60% stock) and $12,500 for committee chairs in 2024 .
Director Compensation & Shareholder Feedback
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Say‑on‑Pay approval | 78% | 94% (at the 2024 meeting) | 99.8% “FOR” on 2025 advisory vote |
| Non‑employee Director Pay | $175,000 retainer; $12,500 chair fee; 40% cash/60% stock | $175,000 retainer; $12,500 chair fee; 40% cash/60% stock | — |
Compensation Committee Analysis
- Independent compensation consultant: Frederic W. Cook & Co. (FW Cook); Compensation Committee annually reviews proxy data from peer companies and industry surveys adjusted for size; peer names not disclosed .
- Design features: 3‑year minimum performance period for long‑term awards; PSUs include market condition + time elements; annual risk assessment; clawback; prohibition on hedging/pledging .
Related Party Transactions
- Rivershore Bar & Grill: Managed services agreement with Blame it on the Chef, LLC (wholly owned by Hilario) effective August 16, 2021; management fees based on net revenues; terminable on 30 days’ notice; reviewed under related party transaction policies .
Performance & Track Record
| Metric | FY2023 | FY2024 | Notes |
|---|---|---|---|
| GAAP Revenue ($mm) | 332.8 | 673.3 | 2024 reflects Benihana/RA Sushi acquisition |
| GAAP Net Income (Loss) ($mm) | 4.7 | (15.824) | 2024 includes ~$28.2mm transition/integration costs and other items |
| Operating Income ($mm) | 9.3 | 10.8 | Despite integration costs |
| Adjusted EBITDA ($mm) | 32.8 | 75.2 | Reconciliations provided |
| TSR (Value of $100 Investment) | $97 | $46 | Pay vs Performance table |
| Q1 2025 Revenue ($mm) | — | 211.1 | Quarterly performance |
| Q1 2025 Adj. EBITDA ($mm) | — | 25.2 | Restaurant-level EBITDA: STK 17.7% and Benihana 20.1% |
Additional strategic priorities under Hilario include synergy capture from Benihana (≥$20 million annual synergies targeted by 2026), asset-light growth via managed/licensed/franchised units, and value-driven offerings to support traffic while preserving premium positioning .
Investment Implications
- Compensation alignment: CEO pay emphasizes at-risk components (>60%) and long-term PSUs tied to stock performance, plus annual goals heavily weighted to Adjusted EBITDA (75%)—supporting pay-for-performance discipline; clawback and hedging/pledging prohibitions enhance alignment .
- Retention risk: Employment terms provide robust 18‑month salary and bonus continuity, non‑compete for 18 months, and equity vest acceleration (18‑month window) on involuntary separation; change‑of‑control terms add lump‑sum severance and immediate vesting—reducing turnover risk but increasing potential separation costs .
- Trading signals: Absence of 10b5‑1 plan activity in Q1 2025, high 2025 say‑on‑pay approval (99.8%), and CEO re‑election with 99.9% support indicate strong shareholder confidence; beneficial ownership at 5.1% reflects meaningful “skin in the game,” augmented by outstanding PSUs/options .
- Execution and value creation: FY2024 Adjusted EBITDA more than doubled post‑acquisition, with continued Q1 2025 strength; yet TSR softness in 2024 and higher interest expense from new debt/pref financing warrant monitoring; synergy realization and asset-light mix expansion are key levers under Hilario’s strategy .
Note: Recent Form 4 insider transaction details are not included in proxies/10‑Qs; the company disclosed no Rule 10b5‑1 plan changes in Q1 2025 **[1399520_0001558370-25-006745_stks-20250330x10q.htm:35]**.
Appendix: CEO Summary Compensation (reported)
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | 700,000 | 700,000 |
| Bonus | 0 | 350,000 (special transaction) |
| Stock Awards | 350,000 | 350,000 |
| Option Awards | 299,532 | 0 |
| Non‑Equity Incentive (Annual) | 50,468 | 157,500 |
| Other | 37,462 | 37,462 |
| Total | 1,437,462 | 1,594,962 |
Appendix: Beneficial Ownership Snapshot (as of Mar 24, 2025)
| Holder | Shares Owned | Options/Warrants (≤60 days) | Total | % Outstanding |
|---|---|---|---|---|
| Emanuel Hilario | 1,146,498 | 449,616 | 1,596,114 | 5.1% |
Appendix: Governance/Committee Structure (2024–2025)
- Audit Committee: Bullis (Chair), Angelis, Serruya, Chambers, Lintonsmith, Olinger—independent; 4 meetings (2024) .
- Compensation Committee: Angelis (Chair), Bullis, Ross, Serruya—independent; 1 meeting (2024); administers 2019 Equity Incentive Plan; CEO comp set without CEO present; FW Cook consultant .
- Nominating & Governance: Serruya (Chair), Bullis, Chambers, Lintonsmith, Olinger—independent; 1 meeting (2024) .
Equity Plan Capacity
- Securities to be issued upon exercise of outstanding awards: 2,284,550; weighted average exercise price $3.11 (options only); remaining available shares: 2,804,491 (as of 12/31/2024) .
Notes on 2024 Performance Goals
- Annual incentive program goal weights: 75% Adjusted EBITDA, 25% individual goals; 2024 Adj EBITDA component did not pay; individual goals paid at 90% attainment for CEO, Executive Chairman, CFO .
Investment Considerations
- Key positives: Strong post-acquisition Adjusted EBITDA momentum; asset-light strategy; disciplined compensation structure; high shareholder support; robust non-compete/severance reducing retention risk .
- Watch items: TSR softness in 2024; higher interest burden from term loan and preferred stock; execution on $20 million synergy target and franchise/managed pipeline .