Emanuel Hilario
About Emanuel P. N. Hilario
Independent director since 2019; age 57. President & CEO of The ONE Group Hospitality (Nasdaq: STKS) since Oct 30, 2017 and a director there since Apr 10, 2017. Holds a Bachelor of Science and Commerce in accounting from Santa Clara University; recognized by TACT’s Board as an audit committee financial expert, reflecting deep finance and restaurant-operations experience accrued across CFO/COO roles at multiple chains and earlier career at McDonald’s Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sizzling Platter | Partner & CFO | Feb 2015 – Oct 2017 | Finance leadership across 400+ franchised units (Red Robin, Sizzler, Little Caesars, Dunkin, Wingstop) |
| Einstein Noah Restaurant Group | CFO; later COO | CFO 2010–2013; COO 2013–2014 | Enterprise finance and operations oversight for national bagel chain |
| McCormick & Schmick’s Seafood Restaurants | CFO; Director | CFO Apr 2004 – May 2009; Director May 2007 – Jul 2009 | Board and finance responsibilities for national seafood chain |
| Angelo and Maxie’s, Inc. | CFO | ~2000–2004 (preceding four years before 2004) | Day-to-day operations management for steakhouse concept |
| McDonald’s Corporation | Various | Early career | Foundational operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The ONE Group Hospitality (Nasdaq: STKS) | Director; President & CEO | Director since Apr 10, 2017; CEO since Oct 30, 2017 | Current chief executive; industry peer exposure |
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Chair; designated audit committee financial expert
- Compensation Committee: Member
- Nominating & Corporate Governance Committee: Member
- Executive Committee: Chair
- Strategy Committee: Chair
- Independence: Board determined Hilario is independent under Nasdaq standards; independence assessment expressly considered his role at The ONE Group and related shareholdings of other directors .
- Attendance: 100% attendance at Board and committee meetings during 2024; Board held eight meetings; executive sessions held by independent directors during/after most Board meetings and after all Audit Committee meetings .
- Board structure: Declassified in 2025; six directors; Chair role separated from CEO since 2022 (Chair: Haydee Ortiz Olinger) .
Fixed Compensation (Director)
| Component | Fiscal 2024 Amount/Detail |
|---|---|
| Annual cash retainer | $40,000 |
| Committee chair fees | None (TACT does not separately compensate committee service) |
| Meeting fees | None (reasonable expenses reimbursed) |
| Equity (RSUs) | 6,700 RSUs granted Feb 29, 2024; fair value $45,560; vest 25% per year over 4 years |
Performance Compensation (Director)
- No performance-based director compensation; RSUs vest based on service (25% per year, 4 years) .
Other Directorships & Interlocks
| Counterparty | Nature | Interlock/Transaction | Governance Handling |
|---|---|---|---|
| The ONE Group Hospitality (STKS) | Hilario is CEO/director; Olinger (TACT Chair) is a director at ONE Group | TACT sold food service technology products to ONE Group: $117k in 2024; $246k in 2023 | Transactions conducted at arm’s-length; reviewed and approved/ratified by Audit Committee under Related Party Transactions Policy |
Expertise & Qualifications
- Audit committee financial expert designation; extensive financial literacy .
- Deep restaurant industry operations and finance expertise (CFO/COO roles; multi-brand franchised estate oversight) .
- Accounting degree (Santa Clara University); long-tenured executive leadership at a public restaurant company (STKS) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 21,725 shares; <1% of outstanding |
| RSUs outstanding (director grant) | 6,700 unvested as of Dec 31, 2024; vest 25% annually starting first anniversary of grant |
| Pledging/Hedging | Prohibited by Insider Trading Policy (no hedging, pledging, short sales, speculative trading) |
| Ownership guidelines | Company stock ownership guidelines apply to CEO/CFO (not directors); separate clawback policies in place (legal/compliance and restatement) |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Company believes all directors/officers complied with Section 16(a) filing requirements for FY2024 and prior years, except as previously reported |
Governance Assessment
- Strengths
- High engagement: 100% meeting attendance in 2024; multiple committee leadership roles signal active oversight .
- Financial oversight quality: Audit Chair with SEC “financial expert” designation; robust pre-approval policy for auditor services; clawback framework (legal/compliance and restatement) .
- Balanced director pay: Mix of cash retainer and multi-year RSUs; no extra fees for committee roles reduces fee-driven incentives .
- Board independence and declassification enhance accountability; independent executive sessions standard practice .
- Risks and potential conflicts
- RED FLAG: Related-party exposure via The ONE Group (CEO/director) with recurring product sales; mitigated by Audit Committee review, arm’s-length terms, and explicit independence reassessment. Continued monitoring warranted given dual-board link with TACT’s Chair also on ONE Group’s board .
- Concentration of power: Hilario chairs Audit, Executive, and Strategy Committees simultaneously—can be efficient but increases reliance on one director; offset by independence and full-committee membership breadth .
- Shareholder signals
- Say-on-pay support: At the 2024 annual meeting, ~90.5% approval for NEO compensation, indicating broad investor confidence in pay governance; Board continues annual say-on-pay cadence .
Overall, Hilario’s finance-operational depth and audit leadership support board effectiveness; the ONE Group commercial relationship is transparent and procedurally controlled, but remains a watch item for investors focused on conflict minimization .