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Kim Boerema

Kim Boerema

Chief Executive Officer at Twin Hospitality Group
CEO
Executive

About Kim Boerema

Kim A. Boerema is President and Chief Executive Officer of Twin Hospitality Group Inc. (Twin Peaks/Smokey Bones) since May 19, 2025; he holds a B.S. in Psychology from the University of Northern Colorado and previously held senior operating roles at Parry’s Pizzeria & Taphouse, Iron Hill Brewery & Restaurant, California Pizza Kitchen, and Texas Roadhouse . The company disclosed conflicting ages for Mr. Boerema—age 61 in the appointment 8-K (May 2025) and age 56 in the 2025 proxy; filings are inconsistent on this point . Since his appointment, TWNP reported revenues of $87.1m (Q1), $87.8m (Q2), and $82.3m (Q3) 2025 with Adjusted EBITDA of $5.1m, $5.2m, and $3.0m respectively; Twin Peaks restaurant-level margin was 16.9% (Q1), 17.7% (Q2), and 17.0% (Q3) while Smokey Bones underperformed materially by Q3 .

Operating performance (FY25 year-to-date)

MetricQ1 2025Q2 2025Q3 2025
Total Revenue ($mm)$87.1 $87.8 $82.3
Adjusted EBITDA ($mm)$5.1 $5.2 $3.0
Restaurant-Level Contribution Margin – Twin Peaks16.9% 17.7% 17.0%

Age discrepancy: “61” (May 2025 8‑K) vs “56” (Proxy). Company disclosures are inconsistent .

Past Roles

OrganizationRoleYearsStrategic Impact
Parry’s Pizzeria & TaphousePresident & COOOct 2018 – Feb 2025Helped scale the brand from ~10 to ~30 units over ~2.5 years
Iron Hill Brewery & RestaurantPresident & CEOJun 2018 – Apr 2021Led brand transformation initiatives
California Pizza KitchenChief Operating OfficerOct 2011 – Feb 2018Created a cost‑effective prototype; rebuilt operations and leadership teams
Texas RoadhouseRegional Vice President2006 – 2011Oversaw 125 units across 22 states; drove growth and retention

External Roles

OrganizationRoleYearsNotes
No public‑company directorships or external board roles disclosed in the proxy or appointment 8‑K

Fixed Compensation

ComponentTermsEffective/GrantNotes
Base Salary$450,000 per year; merit increases at Board discretionMay 19, 2025 (employment start); memorialized June 27, 2025Employment Agreement entered June 27, 2025
Minimum Annual BonusNot less than $250,000 per year; eligible for additional discretionary bonusesFrom start; per Employment AgreementNo specific performance metrics disclosed
Relocation AllowanceOne‑time $50,000June 27, 2025Dallas relocation
PTO/Benefits20 days PTO per 12 months; participates in company benefit plansJune 27, 2025Standard plan eligibility

Performance Compensation

Annual Cash Incentive (Plan design)

MetricWeightingTargetActual (FY25)Payout VehicleVesting
Board‑discretionary (minimum floor)Not disclosedMinimum $250,000Not disclosedCashAnnual; no formula disclosed

Equity Awards (Time‑based)

InstrumentGrant SizeVestingStrike/TermNotes
RSUs (Class A)250,000 unitsEqual annual installments over 3 yearsn/aEntitled under Employment Agreement; time‑based vesting
Stock Options (Class A)50,000 optionsEqual annual installments over 3 yearsNot disclosedEntitled under Employment Agreement; time‑based vesting

Equity Ownership & Alignment

ItemDetail
Initial Section 16 filingForm 3 (filed May 29, 2025) reported no securities beneficially owned as of May 19, 2025
Award magnitude contextRSU grant equals ~0.46% of Class A outstanding at the Oct 31, 2025 record date (250,000 / 54,654,232); options equal ~0.09% (50,000 / 54,654,232)
Shares outstanding (record date)54,654,232 Class A; 2,870,000 Class B
Executive group ownership contextDirectors/executive officers as a group held 1,307,839 Class A shares (2.3%); footnotes indicate significant near‑term‑vesting RSUs/options in that total
Hedging/pledging/marginInsider Trading Policy discourages hedging, prohibits short sales and margining of Company stock; trading limited to windows
Ownership guidelinesNot disclosed in proxy; no specific CEO ownership multiple cited

Employment Terms

TermProvision
Employment statusAt‑will; either party may terminate with or without cause
Cause (illustrative)Includes failure to perform, certain crimes, policy violations, misconduct, breach, disparagement, etc.
Good ReasonMaterial breach by Company; failure/refusal of successor to assume obligations
Severance (No cause/Good reason)12 months’ base salary plus pro‑rated bonus for year of termination; subject to release
Non‑compete12 months post‑termination; applies within 25 miles of any existing or planned Twin Peaks; scoped to casual dining with all‑female wait staff as integral part of model
Non‑solicit12 months post‑termination; employee and key vendor restrictions
IP/AssignmentInventions and related IP assigned to Company; robust cooperation obligations
Change‑of‑control (equity plans)2025 Incentive Plan allows committee discretion to accelerate vesting, lapse restrictions, or deem performance achieved at/near target in a change in control, consistent with award agreements
ClawbackSEC/Nasdaq‑compliant clawback policy adopted; 3‑year lookback for erroneously‑awarded incentive comp
Anti‑hedging/timingNo MNPI‑based grant timing; no short‑term awards around filings; trading windows enforced

Compensation Committee Analysis

  • Compensation Committee members: Kenneth J. Anderson (Chair) and James G. Ellis; committee majority independent under SEC/Nasdaq standards .
  • Committee administers 2025 Incentive Compensation Plan and reviews CEO compensation and performance .

Investment Implications

  • Pay‑for‑performance alignment: A guaranteed minimum annual bonus ($250k) plus time‑based RSUs/options reduces formulaic performance linkage; no explicit financial/TSR metrics disclosed for the CEO’s annual bonus in 2025, increasing discretion risk .
  • Vesting/selling pressure: Three equal annual installments for 250k RSUs and 50k options create potential supply around each vest beginning 2026–2028; magnitude is meaningful relative to Class A float (~0.46% RSUs, ~0.09% options) .
  • Retention vs. change‑in‑control: Severance is moderate (1x salary + pro‑rated bonus) and plan‑level CoC treatment is at committee discretion, without CEO‑specific CoC multiples disclosed—adequate retention, limited golden parachute risk .
  • Governance and risk controls: SEC/Nasdaq‑compliant clawback in place; insider policy discourages hedging and forbids short‑selling/margining, reducing misalignment/levered‑pledge risk .
  • Execution track record and current performance: Boerema brings extensive operations/franchise scaling pedigree (Parry’s, CPK, TRH), and early commentary emphasizes operational discipline and conversions; 2025 to date shows declining revenue and elevated losses but stable Twin Peaks margins (17% range), highlighting a likely focus on mix/brand optimization and Smokey Bones turnaround into 2026 .