Jonathan Segal
ONE Group HospitalityAbout Jonathan Segal
Executive Chairman of The ONE Group Hospitality, Inc.; Director since 2013; former CEO from 2004–October 30, 2017. Age 64, founder with 40+ years in hospitality; Ernst & Young Entrepreneur of the Year (NY) in 2013. Company performance in 2024: revenue $673.3 million vs. $332.8 million in 2023; Adjusted EBITDA $75.2 million vs. $32.8 million; net loss attributable to the company of $(15.8) million driven by transaction/integration costs and higher interest expense. Pay-versus-performance TSR value of a $100 initial investment declined to $46 in 2024 from $97 in 2023.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The ONE Group Hospitality, Inc. | Chief Executive Officer | 2004–2017 | Co-founded the company; led growth and brand development across STK and hospitality platforms. |
| The ONE Group Hospitality, Inc. | Executive Chairman | 2017–present | Ongoing strategic leadership and board oversight. |
External Roles
No other public company directorships or external board committee roles disclosed for Jonathan Segal in the 2025 proxy.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 350,000 | 350,000 |
| Target Bonus (%) | 75% | 75% |
| Actual Bonus Paid ($) | 60,359 | 59,063 |
| Other Compensation ($) | 6,731 (incl. 53rd week pay) | 6,731 (incl. 53rd week pay) |
| Total ($) | 560,168 | 547,044 |
Performance Compensation
Equity Awards Summary
| Award Type | Grant Date | Shares | Vesting / Terms | 2023 Grant | 2024 Grant |
|---|---|---|---|---|---|
| RSUs | Mar 1, 2022 | 11,595 | Vest ratably over 3 years | — | — |
| RSUs | Mar 7, 2023 | 15,387 | Vest ratably over 3 years | 4,318 RSUs granted Jul 1, 2024; part of 2023 compensation | — |
| RSUs | Mar 4, 2025 | 22,022 | Vest ratably over 3 years | — | 22,022 |
| PSUs | Apr 2, 2024 | 22,905 | Market condition + time; may be earned prior to 3rd anniversary if 15% CAGR in VWAP achieved | 22,905 | — |
| PSUs | Mar 4, 2025 | 27,137 | Market condition + time; same 15% CAGR VWAP framework | — | 27,137 |
| Options | Apr 2, 2024 | 16,446 | Strike $5.73; vest on 1-year anniversary; expire 04/02/2034 | 16,446 | — |
Bonus Metric Design and 2024 Outcome
| Metric | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Adjusted EBITDA | 75% | 2024 Adjusted EBITDA target (not disclosed) | Not met | 0% of this component paid |
| Individual Goals | 25% | Prescribed individual goals | 90% attainment | 25% × 90% × target bonus (75% of salary) → $59,063 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership | 3,187,704 shares; 10.3% of outstanding shares (31,026,865 as of March 24, 2025) |
| Shares owned directly | 3,115,310 |
| Options/Warrants exercisable within 60 days | 72,394 |
| Unvested RSUs/PSUs (as of FYE) | 41,346; market value $119,903 |
| Options outstanding (exercisable) | 55,942 @ $2.73; exp. 04/08/2026 |
| Options outstanding (unexercisable) | 16,446 @ $5.73; exp. 04/02/2034 |
| Hedging/Pledging | Prohibited by company policy; hedging, pledging, short sales not permitted |
| Clawback Policy | Adopted; applies to executives |
Employment Terms
| Term | Details |
|---|---|
| Agreement Date | October 30, 2017 (amended and restated) |
| Term | 3-year initial term; auto-renews for 1-year periods unless 90 days’ notice |
| Base Salary | $350,000; subject to increases (not decreases) |
| Target Incentive | 75% of base salary; based on individual and corporate performance objectives |
| Non-Compete/Non-Solicit | 24 months post-termination; covers competing business, customer/vendor solicitation, and service provider hiring (with carve-outs) |
| Severance (without cause / good reason) | Accrued obligations + 24 months of salary + pro rata bonus + COBRA up to 18 months |
| Change-of-Control (CoC) | If terminated within 12 months following CoC: immediate vesting of unvested stock options; severance payable; 280G cutback applies |
| Director Compensation | Employee directors do not receive director fees; non-employee director fees not applicable to Segal |
Board Governance
- Classified board; Segal is a Class III director (nominated for re-election in 2025 for term to 2028). Board leadership separated (CEO and Executive Chairman are different individuals); Segal is non-independent.
- Seven of nine directors are independent; fully independent Audit, Compensation, and Nominating & Governance Committees. Segal is not listed as a member of these committees.
- Executive sessions of non-employee directors at each quarterly board meeting; each director attended >75% of board/committee meetings; Segal attended the 2024 annual meeting.
- Say-on-pay approved by 94% in 2024.
Director Compensation
| Component | 2024 Policy |
|---|---|
| Non-employee director retainer | $175,000; paid 40% cash / 60% stock; committee chair adds $12,500 (cash) |
| Employee directors | No compensation for board service (applies to Segal) |
Compensation Structure Analysis
- Cash vs. equity mix: Segal’s total comp decreased slightly (2024 $547k vs. 2023 $560k); equity grants continued (RSUs + PSUs), with options granted in 2023 but none in 2024 (option award $0 in 2024; $60k in 2023).
- Performance orientation: Annual bonus design weighted 75% to Adjusted EBITDA and 25% to individual goals; EBITDA component paid 0% in 2024, individual goals paid at 90% attainment.
- Long-term alignment: PSUs require market-based performance (15% CAGR in VWAP within 3 years), reinforcing stock price alignment.
- Governance safeguards: Independent compensation consultant (FW Cook), annual risk assessment, no excise tax gross-ups on severance plan, hedging/pledging prohibited, clawback policy.
Related Party Transactions
No related-party transactions disclosed involving Jonathan Segal. A separate management services agreement exists with an entity owned by the CEO (Rivershore Bar & Grill).
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Total Revenue ($mm) | 332.8 | 673.3 |
| Adjusted EBITDA ($mm) | 32.8 | 75.2 |
| Net (Loss) Income ($mm) | 4.7 | (15.8) |
| TSR ($100 Initial Investment) | 97 | 46 |
Investment Implications
- Alignment: Significant ownership (10.3%) and market-conditioned PSUs (15% VWAP CAGR) support pay-for-performance and shareholder alignment; hedging/pledging prohibitions further align incentives.
- Retention/transition risk: Robust non-compete (24 months) and severance (24 months salary + pro rata bonus) reduce near-term turnover risk but imply cash outlays if separation occurs; CoC option acceleration focuses on options (not RSUs/PSUs), moderating acceleration exposure.
- Performance sensitivity: 2024 EBITDA-driven bonus paid 0% on the financial component—reinforces discipline—but TSR decline indicates equity holders’ near-term value pressure; integration and interest expense burden from the Benihana acquisition amplified net loss.
- Governance optics: Split CEO/Executive Chairman mitigates combined role concerns; Segal’s non-independence as Executive Chairman places premium on committee independence and regular executive sessions already in place.
Note: All figures reflect disclosed data in the 2025 DEF 14A and 2024 Form 10-K. Where metrics are not disclosed (e.g., precise Adjusted EBITDA targets), they are omitted per instruction.