James Ellis

About James G. Ellis

James G. Ellis, age 78, is an independent director of Twin Hospitality Group Inc. (TWNP) and a nominee for re-election; he has served on the Board since December 2024 and is noted for expertise in finance, marketing, financial accounting, complex transactions, and leadership of large organizations . Ellis previously served as Dean of the USC Marshall School of Business (2007–2019), Vice Provost (Globalization), Vice Dean (External Relations), and Professor of Marketing (1997–2021); he holds a BBA from the University of New Mexico and an MBA from Harvard Business School .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ellis is independent under NASDAQ and SEC standards .
• Committee assignments:
  • Proposal No. 1 indicates Ellis is a member of Audit (A) and Compensation (C) Committees .
  • As of FY 2024, Audit Committee members included Anderson (Chair), Collier, and Ellis; Compensation Committee comprised Anderson (Chair) and Ellis; Nominating chaired by Collier with Anderson and Jobe as members .
  • Current Audit Committee composition lists Anderson, Collier, and Jobe, while the Board also determined Anderson, Collier, and Ellis qualify as “audit committee financial experts” (Ellis signed the FY 2024 Audit Committee Report) .
• Attendance and engagement: During FY 2024, the Board held one meeting; each director attended all Board and applicable committee meetings, with directors expected to attend annual meetings (2024 attendance: four in person, rest via video) .
• Controlled company status: TWNP is a NASDAQ “controlled company” due to FAT Brands’ majority voting power; TWNP states it is not relying on exemptions and maintains a majority independent Board and independent committees . FAT Brands beneficially controls ~98.5% of total voting power (Class A and Class B combined) .

Note: The proxy shows Ellis as Audit and Compensation member for election disclosure, while the Audit Committee narrative indicates Jobe as a current member; Ellis is nonetheless designated an “audit committee financial expert” and signed the FY 2024 Audit Committee Report .

Fixed Compensation

Performance Compensation

• No director performance-based metrics (e.g., TSR, EBITDA) are disclosed for Ellis’s awards; options and RSUs are time-based as presented .

Other Directorships & Interlocks

• Ellis serves on both TWNP and FAT Brands boards; FAT Brands is the controlling stockholder of TWNP, creating a governance interlock and potential conflicts channel between parent and subsidiary .
• Additional overlaps: TWNP’s CFO and CLO simultaneously serve as FAT Brands’ CFO and General Counsel, respectively .
• Structural interlocks and rights:
  • FAT Brands holds an Anti-Dilution Option to maintain ≥80.1% ownership of TWNP Class A or total Common Stock upon future issuances .
  • FAT Brands has the right to appoint two Board Observers to attend TWNP Board and committee meetings (non-voting) while owning ≥10% .
  • FAT Brands received registration rights for TWNP shares post-spin, enabling periodic registered sales including shelf and piggy-back rights .

Expertise & Qualifications

• Degrees: BBA (University of New Mexico), MBA (Harvard Business School) .
• Expertise: Finance, marketing, financial accounting, complex transactions, leadership/management of complex organizations; designated as an Audit Committee “financial expert” by the Board .

Equity Ownership

• Anti-hedging and trading policy: TWNP discourages hedging, prohibits short-sales and margining; trading limited to windows for insiders and directors .

Governance Assessment

• Strengths

  • Independence and committee credentials: Ellis is independent; recognized audit committee financial expert; committee roles in Audit and Compensation enhance oversight .
  • Attendance and engagement: Full attendance in FY 2024, signaling commitment and reliability .
  • Alignment via equity: Annual options (10,000) and one-time RSUs (100,000) create ownership exposure alongside cash retainer .
  • Process discipline: Presence of an Audit Committee charter; frequent Board meetings generally every two weeks; robust risk oversight narrative .

• Risks and RED FLAGS

  • Controlled company and entrenchment risk: FAT Brands controls ~98.5% voting power; Anti-Dilution Option and Board Observer rights can reduce minority investor influence and complicate independent oversight .
  • Interlocks/related-party exposure: Ellis sits on FAT Brands’ Board; CFO and CLO roles overlap across TWNP and FAT Brands; extensive MSDA/TMA ties and cross-indemnities heighten conflict risk and complex dependency .
  • Equity grants optics: One-time RSUs to non-employee service providers including the Chairman’s adult children, while stated as unrelated to him, may draw scrutiny regarding governance optics and related-party considerations .
  • Hedging policy: Hedging is discouraged rather than explicitly prohibited, a weaker stance relative to best-practice governance for director alignment .
  • Tax consolidation liabilities: Ongoing inclusion in FAT Brands tax groups can create joint/several liability risks despite allocation in the Tax Matters Agreement .

• Implications: While Ellis’s independence, audit expertise, and engagement bolster board effectiveness, investor confidence may be moderated by the controlled-company structure, parent-company interlocks, and rights favoring FAT Brands that could constrain independent oversight and minority stockholder protections .