Roger Gondek

About Roger Gondek

Roger Gondek, age 67, is Chief Operating Officer of Twin Hospitality Group Inc. (Twin Peaks/Smokey Bones) and has served in this role since July 2017. He holds a B.A. in Economics from Southern Connecticut State University and has over 40 years of restaurant operations experience at La Cima Restaurants (Twin Peaks franchisee), Hooters of America, and Hazzard Burdick Group . Company-level results during his tenure show FY2024 revenues of $353.8M versus $230.9M in FY2023 (YoY growth ~53%), while EBITDA declined to $15.2M from $25.3M YoY, indicating top-line growth with margin pressure; TSR was not disclosed in the proxy or 10-K excerpts reviewed ].

Values retrieved from S&P Global for asterisked cells.

Past Roles

External Roles

No external board seats or public company directorships disclosed for Gondek in reviewed filings .

Fixed Compensation

• Not individually disclosed for Gondek in the FY2024 Summary Compensation Table; NEOs listed were the former CEO (Hummel), CLO (Mingus), CDO (Locey), and CFO (Kuick) .
• The proxy states that, aside from the CEO’s agreement, the Company has no other written employment agreements with employees, implying at-will arrangements for other executives, including COO .

Performance Compensation

• June 2025 one-time RSU awards were granted to non-employee directors and certain consultants; no RSU/option awards to Gondek are disclosed in those grants .

Equity Ownership & Alignment

• Individual beneficial ownership for Gondek is not itemized in the principal stockholders table; the table covers >5% holders, directors, NEOs, and the group total (2.3% for all directors and executive officers) .
• Insider Trading Policy: hedging is discouraged; short-sales and margining of Company stock are prohibited—reducing pledging risk via margin accounts .
• Clawback Policy: Section 16 officers (which includes COO) are subject to recovery of erroneously-awarded incentive compensation for three years preceding a required restatement .

Employment Terms

• No written employment agreement disclosed for Gondek; Company confirms only the CEO has a written agreement and “no other written employment agreements” exist .
• Severance/change-of-control terms are not disclosed for Gondek; non-compete/non-solicit terms are disclosed only for the CEO .

Investment Implications

• Pay-for-performance visibility: Lack of individual disclosure for Gondek’s salary, bonus targets, and equity awards limits alignment analysis; FY2024 Company-level incentives were active for NEOs, but COO was not disclosed—monitor future proxies for inclusion as NEO .
• Selling pressure: No Company equity awards outstanding at FY2024 YE and no FY2024 option exercises imply limited near-term insider selling pressure tied to vesting for execs (including COO) in that period .
• Alignment and governance: Anti-hedging posture is partial (discouraged, not banned), but short-sale and margining prohibitions mitigate pledging risk; clawback coverage for Section 16 officers is a positive governance signal .
• Retention risk: Absence of a disclosed employment agreement or severance/change-of-control terms for COO suggests standard at-will employment without contractual retention economics; compensation committee oversight exists, but Twin is a controlled company (FAT Brands holds ~98.5% voting power), which can influence compensation practices and strategic direction .
• Execution context: Significant securitization debt service and covenant obligations create operational pressure; COO execution on store-level economics is pivotal amid required cash sweeps from equity offerings—this macro constraint can drive short-term decision-making and incentive design over time .

Data gaps to monitor: (1) future inclusion of COO in NEO disclosure; (2) any RSU/option grants post-June 2025 to executives; (3) Form 4 filings for ownership/transactions; (4) adoption of stricter anti-hedging/pledging policies and ownership guidelines in subsequent filings.

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