DEF 14A of Nathans Famous, Inc., Jul 25, 2025

DEF 14A of Nathans Famous, Inc.

Filed Jul 25, 2025 · FY20250001104659-25-070823

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS SEPTEMBER 9, 2025

    | | Page | | OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END | 33 | | 2019 Stock Incentive Plan | 33 | | OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025 | 34 | | Nonqualified Deferred Compensation | 34 | | Potential Payments Upon Termination or Change-in-Control | 34 | | Estimation of Benefits | 35 | | Risk Considerations in our Compensation Programs | 36 | | Equity Plan Information | 37 | | Pay Versus Performance | 37 | | Non-Employee Director Compensation | 40 | | 2025 DIRECTOR COMPENSATION | 41 | | ANNUAL REPORT | 42 |

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our certificate of incorporation, as amended, presently provides for a Board of Directors consisting of not less than three nor more than twenty-seven directors. Directors are elected to a one-year term at each annual meeting of stockholders. Our Board of Directors now consists of ten directors, as set forth below, each of whom has consented to be nominated and to serve if elected.

  3. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Name | Age | Principal Occupation | Director Since | | Robert J. Eide(1)(2)(3) | 72 | Chairman and Chief Executive Officer – Aegis Capital Corp. | 1987 | | Eric Gatoff | 56 | Chief Executive Officer – Nathan’s Famous, Inc. | 2005 | | Brian S. Genson(1)(2)(3) | 76 | President – F1Collectors.com | 1999 | | Barry Leistner(1)(2) | 74 | President and Chief Executive Officer – Koenig Iron Works, Inc. | 1989 | | Andrew M. Levine(3) | 70 | Director of Real Estate, Fingerboard Family Office | 2020 | | Howard M. Lorber | 76 | Executive Chairman of the Board – Nathan’s Famous, Inc. | 1987 | | Wayne Norbitz | 77 | Former President, Chief Operating Officer – Nathan’s Famous, Inc. | 1989 | | A. F. Petrocelli(3) | 81 | Former (Retired) Chief Executive Officer and Chairman of the Board – United Capital Corp. | 1993 | | Joanne Podell | 79 | Executive Vice Chairman For Retail Services, Cushman & Wakefield | 2023 | | Charles Raich(3) | 82 | Founding Partner (Retired) – Raich Ende Malter & Co., LLP (acquired by Eisner Amper in 2022) | 2004 |

  4. PROPOSAL 1 — ELECTION OF DIRECTORS

    (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating Committee. Unless you indicate otherwise, shares represented by executed proxies will be voted “FOR” the election as directors of the persons listed above. As of the date of this proxy statement, the Company has no reason to believe that any nominee will be unable to serve or for good cause will not serve as a director. However, if for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Nominating Committee may recommend, and the Board may propose, a substitute nominee(s) at the annual meeting and the proxies identified in the proxy card will vote to approve the election of the substitute nominee(s). If substitute nominees are proposed, we will, in full compliance with all applicable state and federal laws and regulations, file an amended proxy statement and proxy card that, as applicable, (1) identifies the substitute nominee(s), (2) discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected and (3) includes the disclosure required by Item 7 of Schedule 14A with respect to such nominees.

  5. Director Qualifications

    Director Qualifications Our Board of Directors, acting through our Nominating Committee, is responsible for nominating a slate of director nominees that collectively have the complementary experience, qualifications, and skills and attributes to guide the Company and function effectively as a board. We believe that each of our nominees has the necessary professional experience to provide effective oversight of the Company’s business. We also believe each of our nominees has other attributes necessary to create an effective board, such as high personal and professional ethics, business and professional experience, integrity and values; practical wisdom and judgment; and a commitment to representing the long-term interests of all our stockholders. In addition to these attributes, in each individual’s biography set forth below, we have highlighted specific experience, qualifications, and skills that we believe qualify each individual to serve as a director of Nathan’s. All directors standing for election at the annual meeting have previously been elected by Nathan’s stockholders.

  6. Director Biographies

    Director Biographies The following is a brief account of our directors’ business experience: Robert J. Eide has been the Chairman and Chief Executive Officer of Aegis Capital Corp., a registered broker-dealer, since 1984. Mr. Eide served as a director of Vector Group Ltd. and VGR Holding, Inc., from November 1993 until November 2011. Mr. Eide also served as a director of Ladenburg Thalmann Financial Services, Inc., an investment banking and brokerage firm from 2001 until September 2011. On March 28, 2018, Mr. Eide agreed to enter into an Order Instituting Administrative and Cease-And-Desist Proceedings, with the SEC whereby Mr. Eide, without admitting or denying the findings, consented to the entry of an order finding that he was a cause, solely in his capacity as CEO, of Aegis Capital Corp.’s violations of Sections 17(a) and Rule 17a-8 under the Securities Exchange Act of 1934. The Board determined that Mr. Eide should continue to serve as a director due to his financial literacy and expertise, managerial experience, and the knowledge and experience he has attained through his service as a director of the Company and other publicly-traded corporations. Eric Gatoff has been our Chief Executive Officer since January 2007. Prior to becoming our Chief Executive Officer, he was Vice President and Corporate Counsel from October 2003. Prior to joining us, Mr. Gatoff was a partner at Grubman, Indursky & Schindler, P.C., a law firm specializing in intellectual property, media and entertainment law. Mr. Gatoff is a member of the New York State Bar Association and holds a B.B.A. in Finance from George Washington University and a J.D. from Fordham University School of Law. The Board determined that Mr. Gatoff should continue to serve as a director due to the knowledge and managerial experience he has attained as serving as our general counsel from 2003 and as our Chief Executive Officer since 2007, as well as his service as a director of the Company. Brian S. Genson has been President of F1Collectors.com, a company engaged in the motor sport business, since 2006. Mr. Genson has also been president of Pole Position Investments, a company engaged in the motor sport business, since 1989. Mr. Genson serves as a managing director of F1Collectors.com and F1 Action located in Buntingford, England, which is engaged in investing in the motor sport industry. Mr. Genson has been a director of Ladenburg Thalmann Financial Services, Inc., an investment banking and brokerage firm, since 2004. Mr. Genson previously served as a director of Nathan’s from 1987 to 1989. The Board determined that Mr. Genson should continue to serve as a director due to his managerial experience and the knowledge and experience he has attained through his service as a director of the Company and other publicly-traded corporations. Barry Leistner has been President and Chief Executive Officer of Koenig Iron Works, Inc., a company engaged in the fabrication and erection of structural steel, since 1979. Mr. Leistner is also engaged in general construction and real estate development in New York. The Board determined that Mr. Leistner should continue to serve as a director due to his managerial experience, his experience in real estate development and construction, which is relevant to the Company’s restaurant operations, and the knowledge and experience he has attained through his service as a director of the Company. Andrew M. Levine has served as the Director of Real Estate of Fingerboard Family Office since January 2020. Mr. Levine also served as Vice President, Deputy General Counsel at Advance Publications, Inc. from January 2018 to January 2020. Mr. Levine also was a partner at Sabin, Bermant & Gould LLP from 1991 until 2017. The Board determined that Mr. Levine should continue to serve as a director due to his broad experience in real estate matters which is relevant to the Company’s restaurant operations. Howard M. Lorber has been our Executive Chairman of the Board since January 2007 and a director since 1987. Mr. Lorber previously served as our Chairman of the Board from 1990 through December 2006 and as our Chief Executive Officer from 1993 until December 2006. Mr. Lorber served as President and Chief Executive Officer of Vector Group Ltd., a holding company from January 2006 to October 2024; a director from January 2001 to October 2024; and as President and Chief Operating Officer from January 2001 to December 2005. He also served as Chief Executive Officer of Vector Group’s wholly owned subsidiary, New Valley, LLC until October 2024. Mr. Lorber became Chairman of Douglas Elliman in 2003. In December 2021, Vector Group Ltd. completed the spin-off of Douglas Elliman Inc. (NYSE: DOUG). Mr. Lorber served as Chairman of the Board of Directors, President and Chief Executive Officer of Douglas Elliman Inc. and Executive Chairman of its subsidiary, Douglas Elliman Realty, LLC until October 2024. Mr. Lorber served as Vice Chairman of the Board of Directors of Ladenburg Thalmann Financial Services, Inc., an investment banking and brokerage firm, from July 2006 to December 2019 and as Chairman from May 2001 to July 2006. He also previously served as a director of Borders Group, Inc., an international bookseller; a director of Morgans Hotel Group Co., a hotel company; and as a member of the Board of Directors of United Capital Corp., a manufacturing and real estate company. He currently serves on the Board of Directors of Clipper Realty Inc., a real estate company, since July 2015. He is also a trustee of Long Island University, Co-Chairman of the Silver Shield Foundation — a non-profit organization that provides financial assistance towards the educational costs of children of police officers and firefighters killed in the line of duty, board member of Garden of Dreams, trustee of Mount Sinai Medical Center in Miami, a trustee of the University of Miami Real Estate Advisory Board and Citizen’s Advisory Board, a trustee of Alpha Epsilon Pi (AEPi), a member of the Citi Private Bank North American Advisory Board and a member of the Florida Highway Patrol Advisory Board. From 2017 to 2021, Mr. Lorber served as Chairman of the United States Holocaust Memorial Museum. The Board determined that Mr. Lorber should continue to serve as a director due to the knowledge and managerial experience he has attained while previously serving as our Chief Executive Officer and Executive Chairman, as well as the experience he has attained through his service as an officer and director of other publicly traded corporations, which brings historic knowledge and continuity to the Board of Directors. Wayne Norbitz was a consultant to the Company from August 2015 to December 2017 and an employee of the Company from 1975 to August 2015, including as our President and Chief Operating Officer from October 1989 to August 2015. He previously held the positions of Director of Operations, Vice President of Operations, Senior Vice President of Operations and Executive Vice President. Prior to joining us, Mr. Norbitz held the position of Director of Operations of Wetson’s Corporation. The Board determined that Mr. Norbitz should continue to serve as a director due to the knowledge and managerial experience he has attained previously serving as one of our executive officers in various capacities from October 1989 to August 2015, which brings historic knowledge and continuity to the Board of Directors.

  7. Director Biographies

    A. F. Petrocelli served as Chairman of the Board of Directors and Chief Executive Officer of United Capital Corp., a company engaged in the ownership and management of real estate and the manufacture and sale of engineered products, from 1981 until his retirement in 2019. Mr. Petrocelli also served as President of United Capital Corp. from 1981 until February 2018. He was a director of the Boyar Value Fund, Inc., a public mutual fund, from 1997 to 2007. The Board determined that Mr. Petrocelli should continue to serve as a director due to his managerial experience, his experience in the real estate industry, which is relevant to the Company’s restaurant operations, and the knowledge and experience he has attained through his service as a director of the Company and as a director of other publicly-traded companies. Joanne Podell has served as the Executive Vice Chairman for Retail Services at Cushman & Wakefield, a commercial real estate service firm, since December 2016. Prior to that she held the position of Vice Chairman from 2002 to 2016. Prior to her tenure at Cushman & Wakefield she was an associate at Newmark Group, Inc., a real estate advisory and services firm, from 1995 to 1999 and then served as Vice President from 1999 to 2002. The Board determined that Ms. Podell should continue to serve as a director due to her broad experience in real estate matters which is relevant to the Company’s restaurant operations. Charles Raich has been a Retired Founding Partner since December 31, 2014 of Raich Ende Malter & Co., LLP, a registered public accounting firm, which he founded in 1972. Prior to that time, he was Founding Partner from January 2013 and Co-Managing Partner from 2010 to January 2013 and prior thereto for more than five years, Mr. Raich was the Managing Partner of Raich Ende Malter & Co., LLP. His early career included positions at both Lybrand, Ross Brothers and Montgomery and Gruntal & Co. Mr. Raich is a graduate of Hofstra University and is a certified public accountant. The Board determined that Mr. Raich should continue to serve as a director due to his financial literacy and expertise, managerial experience, and the knowledge and experience he has attained through his service as a director of the Company.

  8. Annual Bonuses

    Annual Bonuses In determining the amount of any annual bonus payable to each of our NEOs, the Compensation Committee historically has evaluated such NEO’s performance measured against the Company’s achievement of its financial and operating objectives. Nathan’s financial objectives include: • increasing each of revenues, profits from continuing operations, pre-tax cash flow, net income and earnings per share; • managing cash balances; and • controlling corporate general and administrative expenses. There are also operating objectives that are specific to the Company’s individual revenue centers (i.e., Company-owned restaurants, franchising, the Branded Product Program and retail licensing), all of which are designed to increase revenue and profit, as follows: • the level of sales at and cash contribution from Company-owned restaurants; • the number of new franchised and Branded Menu locations; • the amount of franchise fees and royalties earned from franchised and Branded Menu locations; • the level of sales and tonnage of products sold through the Branded Product Program; • the number of new Branded Product locations; controlling the cost of goods sold through the Branded Product Program; the amount of license royalties earned through the retail licensing program; and • the ability to control revenue-center specific overhead expenses. Pursuant to Mr. Gatoff’s employment agreement, as amended, the amount of his bonus has historically been established by the Compensation Committee after considering the recommendation of the Executive Chairman of the Board based on Mr. Gatoff’s performance measured against the Company’s financial, strategic and operating objectives, including objectives that may not be realized until future periods, as described above. For fiscal 2025, Mr. Gatoff received a discretionary cash bonus of $1,000,000. Mr. Lorber’s current employment agreement does not provide for a contractually-required bonus. Nevertheless, since Mr. Lorber is eligible for participation in the Company’s executive bonus program, the Compensation Committee may award bonuses to Mr. Lorber from time to time as it deems appropriate. For fiscal 2025, Mr. Steinberg received a discretionary cash bonus of $200,000.

  9. Annual Incentive Plans

    Annual Incentive Plans Equity-Based Compensation The Compensation Committee has periodically granted equity awards under the Company’s stock incentive and stock option plans. The Compensation Committee does not use constant criteria in the granting of equity compensation. The Compensation Committee makes a subjective determination of the effectiveness of each NEO and the extent of his contributions to our success, taking into consideration each NEO’s responsibilities, his performance during prior years and his expected future contribution to the Company’s performance and, based on that determination, may reward an executive through an award of equity compensation. Grants of equity awards are also designed to link an increase in stockholder value to compensation. Through the use of stock awards, an increase in stock price will result in an increase in value for the grantee, which ties an increase in stockholder value to our executives’ compensation. Historically, the form of stock awards available for grant was limited to stock options or restricted stock. However, under the 2019 Stock Incentive Plan, as amended, employees may receive grants of stock options, restricted stock, or restricted stock units, stock appreciation rights and other stock-based awards. At March 30, 2025, an aggregate of 38,584 shares were available for grants of options or stock appreciation rights or 134,808 shares were available for grants of restricted stock or restricted stock units under the Nathan’s 2019 Stock Incentive Plan, as amended. Restricted stock and restricted stock units will be subject to such restrictions as the Compensation Committee may impose. Under the terms of the 2019 Stock Incentive Plan, the term of any stock options may be no more than five years. The term of an option is determined at the time of grant. The purchase price of the shares of our common stock subject to each option granted is not less than 100% of the fair market value of our common stock at the date of grant. In connection with an amendment to Mr. Lorber’s employment agreement, Mr. Lorber was granted 50,000 restricted stock units on December 8, 2022. Our 2019 Stock Incentive Plan provides that the Compensation Committee may adjust the number of shares under outstanding awards and for which future awards may be granted in the event of reorganization, stock split, reverse split, stock dividend, cash dividend, exchange or combination of shares, merger or any other change in capitalization. The participants in these plans may include officers, directors and employees of, or consultants to, Nathan’s and its subsidiaries or affiliates. Stockholders of the Company approved the Company’s 2019 Stock Incentive Plan which became effective July 1, 2020. See “Equity Plan Information.” In reviewing the form of stock compensation granted to any or all eligible participant(s), the Compensation Committee has historically considered a variety of important administrative and technical factors, including, but not limited to: (1) the overall availability of shares under the stock compensation plan; (2) the additional stockholder dilution effects of shares granted under the plan; (3) the number of stock options and restricted shares currently outstanding under the current plans and all previous plans (individually and in the aggregate); (4) the number of options or restricted shares previously vested and/or exercised (individually and in the aggregate); (5) the overall compensation expense and current accounting impact to Nathan’s of any past or future grants; and (6) the applicable Company and employee tax implications of any such grant. The Compensation Committee intends to consider the same administrative and technical factors in determining the form of stock compensation (options, stock appreciation rights, restricted stock or restricted stock units) to be used for future grants. Retirement Benefits and Deferred Compensation Opportunities 401(k) Savings Plan We sponsor a retirement plan intended to be qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). Our NEOs participate in this program on the same terms as our other employees. All non union employees over age 21 who have been employed by us for at least one year are eligible to participate in the plan. Employees may contribute to the plan on a tax-deferred basis up to 20% of their total annual salary, but in no event more than the maximum permitted by the Code ($30,500 in calendar 2024), including $7,500 catch up contributions for employees 50 and over). Company contributions are discretionary. For the plan year ended December 31, 2024, we elected to make matching contributions at the rate of $.25 per dollar contributed by each employee on up to 3% of the employee’s total salary, vesting at the cumulative rate of 20% per year of service starting one year after commencement of service and, accordingly, after six years of an employee’s service with us, matching contributions are fully vested. As of December 31, 2024, 67 employees had elected to participate in the plan (include both active participants and separated from service participants). For the fiscal year ended March 30, 2025, we contributed approximately $34,000 to the 401(k) plan, of which $2,287 was a matching contribution for Mr. Gatoff and $2,475 was a matching contribution for Mr. Steinberg. Deferred compensation, through both employer and employee contributions to the Nathan’s 401(k) plan, is a tax-advantaged means of providing the NEOs with additional compensation that supplements their base salaries and bonus opportunities. Perquisites In addition to base salaries and annual bonus opportunities, Nathan’s provides the NEOs with certain perquisites. We believe that certain perquisites are often a tax-advantaged way to provide the NEOs with additional annual compensation that supplements their base salaries and bonus opportunities. When determining each NEO’s base salary, either by contract or otherwise, we take into consideration the value of each NEO’s perquisites. Perquisites did not constitute a material portion of the compensation paid to our NEOs for fiscal 2025. We provide our NEOs with limited perquisites and personal benefits that we and the Compensation Committee believe are consistent with our executive compensation philosophy and objectives. The Compensation Committee believes the perquisites provided to our NEOs for fiscal 2025 — which included various insurance coverages and auto and gas allowances, as reported in the “All Other Compensation” column of the Summary Compensation Table below, and are further described in the “All Other Compensation” table following the Summary Compensation Table — are reasonable and consistent with our past practices. Severance and Other Benefits Upon Termination of Employment The Company’s policy is to provide certain NEOs with employment agreements with certain payments in the event of the termination of their employment prior to the end of their current employment term due to death, disability or other than “for cause” (as defined in their respective employment agreements). Nathan’s selected such events because they are standard termination triggers in employment contracts. Nathan’s determined that its failure to provide such standard termination provisions would adversely affect its ability to attract and retain those NEOs and achieve its compensation objectives. Please see the “Potential Payments Upon Termination or Change-in-Control” section below for a description of the potential payments that may be made to the NEOs in connection with their termination of employment on a change in control.

  10. Tax and Accounting Implications

    Tax and Accounting Implications The Lorber Agreement has contained an excise tax gross-up provision since 2006 with respect to Section 280G of the Code, the time that Company first entered into that agreement. The Compensation Committee’s current policy is that executives should be responsible for the taxes payable by them with respect to their compensation. However, the Lorber Agreement has contained an excise tax gross-up provision since 2006, the time the Company first entered into that agreement, and accordingly, the Compensation Committee deemed it appropriate to continue such provision when it approved the amendment to Mr. Lorber’s employment contract. In addition, in unusual circumstances where the Compensation Committee believes that accommodations have to be made to recruit or retain an executive to become or remain employed by the Company, as the case may be, reimbursement for taxes payable may be included in contracts; but even in those circumstances, the “gross ups” will be limited to payments triggered by both a change in control and termination of employment and will be subject to a three-year sunset provision.

  11. Compensation of NEOs

    Compensation of NEOs The Summary Compensation Table should be read in connection with the tables and narrative descriptions that follow. The Outstanding Equity Awards at Fiscal 2025 Year-End table and information under the heading “Option Exercises and Stock Vested in Fiscal 2025” provide further information on the NEOs’ potential realizable value and actual value realized with respect to their equity awards. The discussion of the potential payments due upon a termination of employment or change in control, below, is intended to further explain the potential future payments that are, or may become, payable to our NEOs. Other than the 401(k) Savings Plan, the Company has not established a plan that provides for payments or other benefits at, following or in connection with the retirement of any employees.

  12. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  13. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year(1) | Salary(1) ($) | Bonus ($) | Stock Award(2) ($) | Option Award ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(4) ($) | Total ($) | | Eric Gatoff Chief Executive Officer | 2025 | $625,000 | $1,000,000 | — | — | — | — | $69,216 | $1,694,216 | | | 2024 | $637,019 | $750,000 | — | — | — | — | $53,068 | $1,440,087 | | | 2023 | $602,668 | — | — | — | $1,200,000 | — | $41,704 | $1,844,372 | | Robert Steinberg Vice President – Finance, Chief Financial Officer, Treasurer and Secretary | 2025 | $325,000 | $200,000 | — | — | — | — | $23,509 | $548,509 | | | 2024 | $229,327 | $175,000 | — | — | — | — | $21,075 | $425,402 | | | 2023 | $220,534 | — | — | — | $150,000 | — | $32,499 | $403,033 | | Howard M. Lorber Executive Chairman of the Board | 2025 | $1,000,000 | — | — | — | — | — | $24,787 | $1,024,787 | | | 2024 | $1,000,000 | $1,000,000 | — | — | — | — | $22,680 | $2,022,680 | | | 2023 | $1,000,000 | — | $3,379,500 | — | — | — | $15,942 | $4,395,442 |

  14. SUMMARY COMPENSATION TABLE

    (1) Our fiscal year ends on the last Sunday in March, which results in a 52 or 53 week year. The fiscal year ended March 31, 2024 was on the basis of a 53 week period and the fiscal years ended March 30, 2025 and March 26, 2023 were each on the basis of a 52 week period. Salaries reflect the number of weeks in the reporting period. Mr. Gatoff’s annual base compensation was increased from $500,000 to $625,000 in June 2022. Mr. Steinberg’s annual base compensation was increased from $225,000 to $325,000 in April 2024. (2) On December 8, 2022, the Compensation Committee granted 50,000 restricted stock units to Mr. Lorber pursuant to our 2019 Stock Incentive Plan. The valuation assumption used in determining such amounts was based on a closing price of our common stock of $67.59 on the date of grant. (3) Mr. Gatoff’s and Mr. Steinberg’s fiscal 2023 performance-based cash awards were based on 108.7% achievement of modified controllable operating income criteria set forth for fiscal 2023. (4) The amounts set forth in this column represent the dollar amount of compensation paid or accrued by each of our NEOs which is not reported in any of the columns of this Summary Compensation Table to the left of this column. Please see the All Other Compensation Table below for a more detailed explanation of the compensation earned by each NEO which comprises the aggregate amounts disclosed in this column.

  15. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

  16. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | | Option Awards | | | | Stock Award | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That have not Vested ($) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That have not Vested ($) | | Eric Gatoff Chief Executive Officer | 0 | 0 | $— | — | 0 | $— | $— | $— | | Robert Steinberg Vice President – Finance, Chief Financial Officer, Treasurer and Secretary | 0 | 0 | $— | — | 0 | $— | $— | $— | | Howard M. Lorber Executive Chairman of the Board | 0 | 0 | $— | — | 30,000 | $2,844,000 | $— | $— |

  17. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    (1) Consists of 30,000 restricted stock units which vest equally over three years on December 8, 2025; December 8, 2026; and December 8, 2027. (2) The market value of the time-based restricted stock units was determined based on the closing price of our common stock on the last trading day of the 2025 fiscal year, March 28, 2025, which was $94.80.

  18. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

  19. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    | | Options Awarded | | Stock Awarded | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Eric Gatoff Chief Executive Officer | — | — | — | — | | Robert Steinberg Vice President – Finance, Chief Financial Officer, Treasurer and Secretary | — | — | — | — | | Howard M. Lorber Executive Chairman of the Board | — | — | 10,000 | $856,000 |

  20. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Neither the Company nor any NEO made any contribution, distribution or withdrawal as relates to the deferral of compensation on a basis that is not tax-qualified.

  21. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control Severance Provisions of Employment Agreements and Estimation of Benefits — The employment agreements with each of Messrs. Gatoff and Lorber provide that on the termination of his agreement, the NEO is entitled to certain payments as follows: Eric Gatoff • Termination by the Company without Cause (as defined in the agreement): salary for the remainder of the contract term • Termination by the Company for Cause (as defined in the agreement): salary, reimbursable expenses and benefits through the date of termination • Death: salary and bonus for balance of contract term with the bonus being equal to the amount of bonus paid or payable for the preceding fiscal year, plus reimbursable expenses and benefits through the end of the term • Disability: lump sum equal to his then base salary and bonus with the bonus being equal to the amount of bonus paid or payable for the preceding fiscal year • Change-in-control: if agreement is terminated within one year (by the Company without cause or by the executive for any reason), entitled to lump sum cash payment equal to annual salary plus bonus (paid or payable for the most recently-completed fiscal year) Howard M. Lorber • In the event of any termination other than for Cause (as defined in the agreement), Mr. Lorber is entitled to receive, in addition to the other benefits specified below: salary through the date of termination, unused vacation from prior years, annual bonus for the current fiscal year prorated through the date of termination, any bonus previously awarded but not yet paid, any deferred compensation and other benefits that have vested through the date of termination • Termination by the Company without Cause or by Mr. Lorber for Good Reason (as defined in the agreement): salary and bonus for the remainder of the contract term, which bonus shall be equal to the average of the annual bonuses awarded to him during the three fiscal years preceding the fiscal year of termination, continued participation in benefit plans and perquisites until the end of the term Termination by the Company for Cause: salary through the date of termination, unused vacation and any bonus previously awarded but not yet paid Death or disability: annual salary and annual bonuses for a three-year period, which bonus shall be equal to the average of the annual bonuses awarded to him during the three fiscal years preceding the fiscal year of termination • Due to expiration of the agreement or, if earlier, upon termination (i) by mutual agreement, (ii) by Retirement (as defined in the agreement), or (iii) due to a Change in Control, Mr. Lorber becomes a consultant to the Company for a three-year term, during which he will receive compensation of $200,000 per year • Change-in-control: if agreement is terminated within one year (by the Company without Cause or by the executive for any reason other than Cause, retirement, death or disability), entitled to lump sum cash payment equal to the greater of (A) his annual salary and annual bonuses for the remainder of the employment term (including a prorated bonus for any partial fiscal year), which bonus shall be equal to the average of the annual bonuses awarded to him during the three fiscal years preceding the fiscal year of termination, or (B) 2.99 times his annual salary and annual bonus for the fiscal year immediately preceding the fiscal year of termination, as well as a lump sum cash payment equal to the difference between the exercise price of any exercisable options having an exercise price of less than the then current market price of our common stock and such then current market price, continued participation in benefit plans and perquisites until the end of the term and a tax gross-up payment to cover any excise tax due

  22. Pay versus Performance

    Pay versus Performance As required by Item 402(V) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Compensation Committee seeks to align executive compensation with the Company’s performance, please see “Compensation Discussion and Analysis” above. The Compensation Committee did not consider the Compensation Actually Paid measure below in making its compensation decision for any of the years shown below given the timing of the new required disclosure.

  23. Pay versus Performance

    | Year | Summary Compensation Table Total For PEO | Compensation Actually Paid To PEO | Average Summary Compensation Table Total For Non- PEO NEOs(1) | Average Compensation Actually Paid To Non-PEOs(1)(2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return | Net Income | | 2025 | $1,694,216 | $1,694,216 | $786,648 | $1,220,648 | $176.06 | $24,026,000 | | 2024 | $1,440,087 | $1,440,087 | $1,224,041 | $1,181,991 | $132.41 | $19,616,000 | | 2023 | $1,844,372 | $1,844,372 | $2,399,238 | $2,522,488 | $135.27 | $19,623,000 |

  24. Pay versus Performance

    (1) The 2025 Non-PEO NEO’s are comprised of Messrs. Lorber and Steinberg. The following table describes the adjustments, each of which is prescribed by the SEC rules, to calculate the Compensation Actually Paid Amounts (the “CAP Amounts “) from the Summary Compensation Table amounts (the “SCT Amounts “). The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation 5-K under the Exchange Act. Pursuant to the applicable rules, the amounts in the “Stock Awards” columns from the Summary Compensation Table are subtracted from the SCT Amounts and the values reflected in the table below are added or subtracted as applicable:

  25. Pay versus Performance

    | | 2025 | | 2024 | | 2023 | | | Adjustments ($) | Eric Gatoff | Non-PEO NEOs* | Eric Gatoff | Non-PEO NEOs* | Eric Gatoff | Non-PEO NEOs* | | SCT Amounts | $1,694,216 | $786,648 | $1,440,087 | $1,224,041 | $1,844,372 | $2,399,238 | | Adjustments for stock awards | | | | | | | | Aggregate value for stock awards included in “Stock Award” Column in SCT | $0 | $0 | $0 | $0 | $0 | $(1,689,750) | | Fair value at year-end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year-end | $0 | $0 | $0 | $0 | $0 | $1,813,000 | | Year-over-year change in fair value at covered fiscal year-end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year-end | $0 | $360,000 | $0 | $(34,000) | $0 | $0 | | Fair value at year-end of awards granted during the covered fiscal year-end that were vested at the covered fiscal year-end | $0 | $0 | $0 | $0 | $0 | $0 | | Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $0 | $74,000 | $0 | $(7,650) | $0 | $0 | | Dividends or other earnings paid on stock awards in the covered fiscal year prior to vesting if no otherwise included in the total compensation for the covered fiscal year | $0 | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid (as calculated) | $1,694,216 | $1,220,648 | $1,440,087 | $1,181,991 | $1,844,372 | $2,522,488 |

  26. Pay versus Performance

    Amounts presented are averages for the entire group of Non-PEO NEOs in each respective year. The charts below show the relationship between the Compensation Actually Paid to the PEO, and the Average Compensation Actually Paid to the NEO’s other than the PEO in fiscal 2023, 2024 and 2025 to each of (1) net income and (2) total shareholder return.

  27. Non-Employee Director Compensation

    Non-Employee Director Compensation Directors who are not our employees receive an annual fee of $40,000 and a fee of $1,000 for each Board of Directors or Audit or Compensation Committee meeting attended (excluding Nominating or Independent Committee meetings). In addition, members of committees of the Board of Directors also receive an annual fee of $2,000 for serving on either the Audit Committee or Compensation Committee. The amount disclosed under the heading “Option Awards” below consists of a grant of 110,000 stock options. The dollar amount for the award represents the grant date fair value calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 718 (Compensation-Stock Compensation).

  28. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION

  29. 2025 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (%) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Robert J. Eide | $57,000 | | $220,050 | | | | $277,050 | | Brian S. Genson | $57,000 | | $220,050 | | | | $277,050 | | Barry Leistner | $54,000 | | $220,050 | | | | $274,050 | | Andrew Levine | $48,000 | | $220,050 | | | | $268,050 | | Wayne Norbitz | $47,000 | | $220,050 | | | | $267,050 | | A.F. Petrocelli | $47,000 | | $220,050 | | | | $267,050 | | Joanne Podell | $47,000 | | $73,350 | | | | $120,350 | | Charles Raich | $48,000 | | $220,050 | | | | $268,050 |

  30. 2025 DIRECTOR COMPENSATION

    (1) The amount reflects the grant date fair value calculated in accordance with FASB ASC Topic 718 for the grant of stock options to purchase 110,000 shares of the Company’s common stock. Refer to Note L.2 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 30, 2025. The grant date fair value of the stock based award will likely vary from the actual value that the Director receives. The actual value that the Director receives will depend on the number of shares of common stock and the price of our common stock when the options are exercised. The table below shows the aggregate number of outstanding stock options, both vested and unvested, for each of the non-employee directors as of March 30, 2025.

  31. 2025 DIRECTOR COMPENSATION

    | Name | Outstanding Stock Options | | Robert J. Eide | 15,000 | | Brian S. Genson | 15,000 | | Barry Leistner | 15,000 | | Andrew Levine | 25,000 | | Wayne Norbitz | 15,000 | | A.F. Petrocelli | 15,000 | | Joanne Podell | 15,000 | | Charles Raich | 15,000 |