Haydee Olinger
ONE Group HospitalityAbout Haydee Olinger
Independent Class II director at The ONE Group Hospitality, Inc. (STKS) since 2021; age 67 as of the 2025 proxy. Former Global Chief Compliance & Privacy Officer at McDonald’s and currently Senior Advisor at Barker Gilmore; she chairs the board of TransAct Technologies (NASDAQ: TACT). The STKS board deems her independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corp. | Global Chief Compliance & Privacy Officer; various legal roles | ~30 years | Designed and implemented global compliance programs |
| Barker Gilmore | Senior Advisor | 2017–present | Advising/coaching for Chief Compliance Officers and corporate executives |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransAct Technologies (TACT) | Chair of the Board; Director | Director since 2018; Chair current | Public company oversight; board leadership |
| Note | Interlock with STKS CEO | — | STKS CEO Emanuel Hilario is a TACT director since 2019; potential board-level information flow |
Board Governance
- Independence and tenure: Independent director; Class II term runs to 2027; director since 2021.
- Committees and roles:
- Audit Committee member; Audit is fully independent; 2024 meetings: four; chair is Eugene Bullis.
- Nominating & Governance Committee member; fully independent; 2024 meetings: one; chair is Michael Serruya.
- Not a member of Compensation Committee (members: Angelis, Bullis, Ross, Serruya).
- Attendance and engagement: All directors attended >75% of board and committee meetings in 2024; Olinger attended the 2024 annual meeting; likewise >75% attendance in 2023 and attended the 2023 annual meeting.
- Executive sessions: Non‑employee director executive sessions held at each regularly scheduled quarterly board meeting.
- Board composition and independence: 78% independent in 2025; seven independent members including Olinger.
Fixed Compensation
| Year | Annual Board Retainer ($) | Cash Portion ($) | Stock Portion ($) | Committee Chair Fee ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 175,000 (40% cash / 60% stock) | 70,000 | 105,000 | 0 (not a chair) | 175,000 |
| 2023 | 175,000 (40% cash / 60% stock) | 70,000 | 105,000 | 0 (not a chair) | 175,000 |
- Policy notes: Retainer paid 40% cash and 60% stock; chair fees are $12,500 cash for committee chairs (not applicable to Olinger).
Performance Compensation
Directors at STKS do not receive performance‑based pay (no PSU/option programs for directors disclosed); compensation is the retainer mix above. Performance metrics (Adjusted EBITDA, TSR) apply to executive officers, not directors.
| Metric Area | Director-Specific Use | Details |
|---|---|---|
| Adjusted EBITDA targets | Not used for director pay | Applies to NEO annual incentives (75% weighted); not disclosed for directors |
| Equity performance awards | Not used for directors | Director pay delivered partly in stock retainer; no director PSUs/options disclosed |
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap | Potential Conflict Notes |
|---|---|---|---|
| TransAct Technologies (TACT) | Chair of the Board | STKS CEO Emanuel Hilario is a TACT director since 2019 | Board interlock may affect information flow; monitor for related-party decisions or consultant overlaps |
Expertise & Qualifications
- Legal, compliance, privacy, enterprise risk, franchising/licensing, and food safety expertise; corporate governance experience aligns with Audit and Nominating & Governance committee work.
- Operating knowledge of hospitality/restaurant industry and public company board experience per board skills matrix.
Equity Ownership
| As-of Date | Shares Beneficially Owned | Options/Warrants Exercisable ≤60 Days | RSUs Counted | Ownership % |
|---|---|---|---|---|
| Mar 24, 2025 | 67,045 | 0 | 0 | <1% |
| Mar 22, 2024 | 34,364 | 0 | 0 | <1% |
- Hedging/pledging: Company policy prohibits hedging, pledging, and short sales by directors.
Governance Assessment
- Committee effectiveness: Service on Audit and Nominating & Governance — both fully independent — suggests strong governance alignment; Audit held four meetings in 2024; N&G held one.
- Independence and attendance: Independent status with consistent ≥75% attendance and annual meeting participation underscores engagement.
- Compensation alignment: Director pay mix (60% stock) supports ownership alignment; no meeting fees; no chair fees paid, consistent with non‑chair status.
- Say‑on‑pay signals: Shareholder support improved from 78% in 2023 to 94% in 2024, indicating strengthening investor confidence in compensation governance.
- Related‑party exposure: No Olinger‑specific related-party transactions disclosed; Audit Committee oversees related transactions; disclosed items involve CEO’s private entity and investor agreements (Hill Path), not Olinger.
- RED FLAGS:
- Board interlock: Olinger chairs TACT while STKS CEO serves on TACT’s board; monitor for conflicts in vendor/customer relationships or advisory engagements; no specific transactions disclosed but interlock warrants oversight.
- Section 16(a) timeliness: Company reported delinquent Form 4s for shares granted to non‑employee directors on June 30, 2023 (administrative process issue); not attributed specifically to Olinger but applies to “each non‑employee member.”
Bottom line: Olinger brings deep compliance and governance expertise, is independent, serves on key oversight committees, and maintains solid attendance and ownership alignment via stock retainer. The TACT interlock with the STKS CEO is the primary governance watch‑item; otherwise, no direct conflicts or related‑party transactions involving Olinger are disclosed.