Andrew Wiederhorn
About Andrew Wiederhorn
Andrew A. Wiederhorn (age 59) has served as Chairman of the Board of Twin Hospitality Group Inc. (“Twin”) since August 18, 2025; he is not deemed independent under NASDAQ standards. He founded FAT Brands Inc. (“FAT Brands”), Twin’s controlling stockholder, and served as FAT Brands’ Chairman and CEO from March 2017 to May 2023, then as outside consultant and strategic advisor through September 2025. He holds a B.S. in Business Administration (Finance & Entrepreneurship) from the University of Southern California (1987) and brings more than 20 years of experience in complex financial structures, M&A, and strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FAT Brands Inc. | Founder; Chairman & CEO; outside consultant/strategic advisor | Chairman & CEO: Mar 2017–May 2023; Consultant: May 2023–Sep 2025 | Led formation/financing of Twin; deep knowledge of complex financing arrangements |
| Wilshire Financial Services Group Inc. | Founder; Chairman & CEO | Not disclosed | Leadership in sophisticated financial structures |
| Wilshire Credit Corporation | Founder; Chairman & CEO | Not disclosed | Leadership in sophisticated financial structures |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fabricated Metals, Inc. | Director | Not disclosed | Prior board service |
| Boy Scouts of America Cascade Pacific Council | Director/Trustee | Not disclosed | Non-profit board |
| Boys and Girls Aid Society of Oregon | Director/Trustee | Not disclosed | Non-profit board |
| USC Associates | Director/Member | Not disclosed | University-affiliated board |
| Citizens Crime Commission of Oregon | Director/Member | Not disclosed | Civic organization |
| Economic Development Council, Beverly Hills Chamber of Commerce | Director/Member | Not disclosed | Civic organization |
Board Governance
- Controlled company status: Twin is a “controlled company” under NASDAQ rules because FAT Brands holds a majority of voting power; despite this, Twin maintains a majority independent board and fully independent Compensation and Nominating & Corporate Governance Committees .
- Independence: The Board has determined four of five directors are independent (Collier, Anderson, Ellis, Jobe); Wiederhorn, as Chairman, is not independent .
- Leadership & meetings: The Board meets frequently with scheduled meetings generally every two weeks and implements risk oversight as a whole and through Audit, Compensation, and Nominating & Corporate Governance committees .
- Attendance: In fiscal 2024, the Board held one formal meeting; each director attended all Board and applicable committee meetings (note Wiederhorn was appointed in Aug 2025) .
- Committee structure (as of Dec 29, 2024):
- Audit: Anderson (Chair), Collier, Jobe
- Compensation: Anderson (Chair), Ellis
- Nominating & Corporate Governance: Collier (Chair), Anderson, Jobe
- Chairman of the Board: Wiederhorn; not listed on standing committees .
Fixed Compensation
| Component | Amount/Terms | Period/Grant | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Starting fiscal 2025 | Standard for non-employee directors |
| Annual stock options (non-employee director) | 10,000 shares | Annual | Granted under 2025 Incentive Compensation Plan; option terms not detailed |
| One-time director RSU grant (broad-based) | 100,000 RSUs per non-employee director | June 2025 | Awarded to each non-employee director in June 2025; Wiederhorn appointed Aug 18, 2025 (not included in June grant) |
Performance Compensation
| Award Type | Quantity | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (consulting services to Twin) | 300,000 shares | Vested or scheduled to vest within 60 days of Oct 31, 2025 record date | No performance metrics disclosed; award tied to consulting services |
| Stock Options (annual director grant) | 10,000 shares | Not disclosed | No performance metrics disclosed |
- No director-specific performance metrics (e.g., TSR, EBITDA, ESG) tied to Wiederhorn’s compensation are disclosed; options and RSUs appear time-based rather than performance-based .
Other Directorships & Interlocks
| Entity | Relationship | Details | Governance Implication |
|---|---|---|---|
| FAT Brands Inc. | Founder; prior Chairman & CEO; outside consultant | Controlled company: FAT Brands holds 98.5% of total voting power at Twin; multiple overlapping directors/executives between FAT Brands and Twin | |
| Overlapping directors/officers | Twin & FAT Brands | Directors Wiederhorn, Collier, Ellis serve on both; Twin CFO (Kuick) and CLO (Sussman) also serve in same roles at FAT Brands | Potential conflicts of interest; related-party reliance |
| Board observer rights | FAT Brands | Right to appoint two Board observers at Twin while owning ≥10% of Twin’s stock | Heightened influence by controlling stockholder |
Expertise & Qualifications
- Finance and entrepreneurship background; extensive experience in sophisticated financial structures, M&A, strategic planning, and managing complex organizations .
- USC B.S. Business Administration (1987), emphasis in Finance and Entrepreneurship .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % Total Voting Power | Notes |
|---|---|---|---|---|---|---|
| Andrew Wiederhorn | 305,381 | <1% | — | — | <1% | Includes 300,000 RSUs vested or vesting within 60 days of record date |
| FAT Brands Inc. | 51,778,412 | 94.7% | 2,870,000 | 100.0% | 98.5% | Controlling stockholder; Anti-Dilution Option to maintain ≥80.1% ownership |
- Anti-hedging policy: Hedging is discouraged (not prohibited); short sales and margining of Company stock are prohibited .
Governance Assessment
-
Strengths:
- Majority independent board and fully independent standing committees despite controlled company status .
- Frequent Board meeting cadence and explicit risk oversight processes .
- Audit Committee members determined independent; multiple “financial experts” designated .
-
Conflicts/RED FLAGS:
- Controlled company: FAT Brands owns 98.5% of voting power; Board observer rights and Anti-Dilution Option entrench controlling stockholder influence .
- Overlap of directors and senior executives between Twin and FAT Brands (including Wiederhorn as Chairman at Twin and FAT Brands founder), increasing related-party and corporate opportunity conflicts .
- Significant one-time equity awards to Wiederhorn (300,000 RSUs) for consulting services to Twin post spin-off; adult children (FAT Brands executives) also received RSU awards for consulting to Twin (200,000 each), creating perceived nepotism risk even though Company states Wiederhorn has no interest and does not share a household with them .
- June 2025 Exchange Agreement issued 7,139,667 Twin shares to FAT Brands in satisfaction of $31.2 million intercompany liabilities, diluting public float and reinforcing control .
- Hedging policy discourages rather than prohibits hedging, weakening alignment; margining and short sales are prohibited .
-
Independence & attendance:
- Wiederhorn is not independent; no committee memberships reported; Board attendance in 2024 was 100% (Wiederhorn appointed in 2025, so later-year attendance not disclosed) .
Related Party Transactions (Key Highlights)
- Master Separation and Distribution Agreement (MSDA): Share exchange; registration rights for FAT Brands (up to multiple long-/short-form and shelf registrations); Anti-Dilution Option to sustain ≥80.1% ownership; indemnities and releases; Board observer rights; non-solicit; expense allocations .
- Tax Matters Agreement: Twin Group included in FAT Brands consolidated tax groups while FAT Brands owns ≥80%; joint and several liability risks in certain jurisdictions; FAT Brands controls audits of consolidated returns .
- June 4, 2025 Exchange Agreement: 7,139,667 shares issued to FAT Brands at $4.37 per share to cancel $31,200,345 “due to affiliates” liabilities .
Compensation Structure Analysis
- Director pay mix: Cash retainer ($100k) plus small annual option grant (10,000 shares) indicates modest at-risk equity for directors; Wiederhorn’s separate consulting RSU award (300,000 shares) materially increases equity exposure but is service-based, not tied to performance metrics .
- No disclosed performance metrics or clawbacks applicable to director awards; clawback policy applies to Section 16 officers and incentive-based compensation .
Committee Assignments (Current Snapshot)
| Committee | Members | Chair | Notes |
|---|---|---|---|
| Audit | Anderson, Collier, Jobe | Anderson | Members independent; financial experts designated |
| Compensation | Anderson, Ellis | Anderson | No Compensation Committee interlocks in 2024 |
| Nominating & Corporate Governance | Anderson, Collier, Jobe | Collier | Independent composition |
| Board | All directors | Wiederhorn (Chairman) | Board meets frequently; risk oversight structure detailed |
Director Compensation (Wiederhorn-Specific)
| Metric | FY 2025 | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director compensation |
| Annual options | 10,000 shares | Terms (strike/expiration/vesting) not disclosed |
| RSUs (consulting services) | 300,000 shares | One-time; award date in June 2025; vesting within 60 days of record date (Oct 31, 2025) |
Equity Award Details (Wiederhorn)
| Award Type | Grant Date | Quantity | Vesting Schedule | Performance Linkage |
|---|---|---|---|---|
| RSUs (consulting) | June 2025 | 300,000 | Vested or vesting within 60 days of Oct 31, 2025 | None disclosed |
| Options (director annual grant) | Annual (starting FY 2025) | 10,000 | Not disclosed | None disclosed |
Policy Notes
- Insider Trading Policy: Trading windows; prohibits short sales and margining; hedging discouraged (not outright banned) .
- Equity award timing: Company states it does not time grants around MNPI and typically grants based on schedule or events (appointments) .
- Clawback: Adopted for Section 16 officers; recoupment for restatements within prior three years .
Final Governance Takeaways
- Twin’s controlled status and extensive FAT Brands linkages (ownership, observer rights, indemnities, exchange transactions, overlapping directors/executives, and RSUs to family members) represent material ongoing related-party exposure and potential conflicts that investors should monitor closely. Mitigants include majority independent Board, independent committees with clear charters, and frequent Board oversight cadence. Given Wiederhorn’s non-independence and central role in the parent, portfolio managers should discount independence in the Chairman role, focus on committee autonomy, and track any future transactions that could alter public float or entrench control .