Michael Serruya
ONE Group HospitalityAbout Michael Serruya
Independent director since 2013 (Class I), age 60, former Non‑Executive Chairman (2013–2017). Currently Chairman & CEO of Serruya Private Equity; prior CEO/Chair at Kahala Brands, and President/CEO/Chairman of Yogen Früz World‑Wide Inc./CoolBrands predecessor. Tenure on STKS board is 12 years, with broad operating, governance, and risk management experience and public company board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The ONE Group Hospitality, Inc. (STKS) | Non‑Executive Chairman; Director (Class I) | Chairman 2013–2017; Director 2013–present | Historical and current committee service across Audit, Compensation, and Chair of Nominating & Governance; long‑standing board leadership |
| Kahala Brands | Chairman & CEO | Until July 2016 | Led multi‑brand franchisor; relevant franchising/operator expertise |
| Yogen Früz World‑Wide Inc. / CoolBrands predecessor | President, CEO, Chairman | 1986–2010 | Built/operated global consumer brand platform |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Serruya Private Equity | Chairman & CEO | Current | Private investment firm leadership |
| Second Cup Inc. | Director | Since 2017 | Coffee chain board role (public company) |
| Jamba, Inc.; Response Genetics, Inc. | Director; Director & Audit Committee member | Historical (disclosed in 2014 proxy) | Prior public boards; audit committee experience |
Board Governance
- Independence: Determined independent under NASDAQ; STKS board has seven independent members including Serruya .
- Classification and term: Class I director with term expiring at the 2026 annual meeting .
- Committee assignments (2024–2025): Audit Committee member; Compensation Committee member; Chair of Nominating & Governance Committee .
- Attendance: In 2024, each director attended >75% of board/committee meetings; in 2018, Serruya attended 60% of board meetings (RED FLAG historically) .
- Annual meeting attendance: 2024 attendees listed did not include Serruya (engagement consideration) .
- Executive sessions: Non‑employee directors hold executive sessions at each regularly scheduled quarterly board meeting .
- Governance policies: Hedging/pledging/short sales prohibited; clawback policy; no poison pill; annual auditor ratification vote .
Fixed Compensation
| Component | 2024 Amount | Structure |
|---|---|---|
| Annual director retainer (non‑employee) | $175,000 | Paid 40% cash / 60% stock |
| Committee chair fee | $12,500 | Cash; applies to chairs (Serruya chairs Nominating & Governance) |
| Serruya – Stock awards | $105,000 | Portion of retainer delivered in stock |
| Serruya – Cash | $82,500 | $70,000 cash retainer + $12,500 chair fee |
| Serruya – Total | $187,500 | Cash + stock retainer and chair fee |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance‑based elements in director pay | Not disclosed; director compensation is a fixed retainer split between cash and stock, with chair fees (no performance metrics tied to director compensation) . |
Other Directorships & Interlocks
| Counterparty | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Second Cup Inc. (coffee chain) | Current director | Industry‑adjacent to STKS brands; no related‑party transactions disclosed with STKS . |
| Serruya Private Equity | Chairman & CEO | Private investments; STKS 2025 proxy discloses related‑party review framework and lists specific RPT with CEO’s private LLC (not involving Serruya) . |
| Historical: Jamba, Response Genetics | Prior directorships | No STKS related‑party ties disclosed in 2025 proxy . |
Expertise & Qualifications
- Skills matrix: Senior operating executive, HR/comp/talent, hospitality, operating knowledge of industry, public company directorship, domestic/international market development, corporate strategy, governance, risk management .
- Board diversity and qualifications considered: Integrity, independence, conflict screening, stock ownership, time commitment to shareholder value; diversity considered across skills/backgrounds .
Equity Ownership
| Holder | Direct/Indirect Shares | Options/Warrants (60 days) | RSUs | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Michael Serruya | 408,778 (includes 147,712 via MOS Holdings Inc.) | — | — | 408,778 | 1.3% |
Insider trades – recent Form 4 activity:
| Filing Date | Transaction Date | Type | Shares Acquired | Price | Post‑Txn Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-10-02 | 2025-09-30 | Award (A) – Common Stock | 10,557 | $0.00 | 286,883 | https://www.sec.gov/Archives/edgar/data/1399520/000140180025000004/0001401800-25-000004-index.htm |
| 2025-07-01 | 2025-06-30 | Award (A) – Common Stock | 6,481 | $0.00 | 276,326 | https://www.sec.gov/Archives/edgar/data/1399520/000141588925018814/0001415889-25-018814-index.htm |
Notes:
- Beneficial ownership table includes indirect holdings via MOS Holdings Inc. .
- Company prohibits hedging/pledging; clawback policy in place .
Governance Assessment
- Board effectiveness: Serruya’s cross‑committee service (Audit, Compensation) and chairing Nominating & Governance signal strong governance involvement and influence over board composition and evaluation .
- Independence and alignment: Independent status confirmed; holds a meaningful equity stake (1.3%) and receives equity as part of director retainer, supporting alignment with shareholders .
- Compensation structure: Fixed retainer with equity component and chair cash fee; no performance metrics tied to director compensation, which is typical but reduces pay‑for‑performance linkage for directors .
- Engagement and attendance: 2024 attendance threshold met (>75%), but historical 2018 board attendance at 60% is a RED FLAG; also not listed among 2024 annual meeting attendees, suggesting room to strengthen visible engagement with shareholders .
- Conflicts/related‑party exposure: 2025 proxy discloses RPT review process; no related‑party transactions involving Serruya identified; industry‑adjacent external roles (Second Cup; private equity) warrant continued monitoring but no disclosed conflicts with STKS operations in 2024–2025 materials .
- Broader governance signals: Hedging/pledging prohibited; clawback policy; strong say‑on‑pay support (94% in 2024) reflects investor confidence in compensation oversight, indirectly supportive of overall board governance quality .
References: and SEC Form 4 links above.