ONE Group Hospitality Inc
For the period ended May 20, 2025. Filed Apr 10, 2025.
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May 20, 2025 · Filed Apr 10, 2025
Contents
Summary Compensation Table
The following table shows the total compensation paid or accrued during the last two fiscal years ended December 31, 2024 and 2023 to (i) our President and Chief Executive Officer and (ii) our next two most highly compensated executive officers who earned more than $100,000 and served as executive officers during the fiscal year ended 2024.
| Name and Principal Position · · · Year · · · Salary · · · Bonus · · · Stock Awards(1) · · · Option Awards · · · Non Equity Incentive Plan Compensation · · · Other(5) · · · Total · | ||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Emanuel Hilaro(2) President and Chief Executive Officer | | | | | 2024 | | | | | $700,000 | | | | | $350,000 | | | | | $350,000 | | | | | $0 | | | | | $157,500 | | | | | $37,462 | | | | | $1,594,962 | | |
| | | | 2023 | | | | | $700,000 | | | | | $0 | | | | | $350,000 | | | | | $299,532 | | | | | $50,468 | | | | | $37,462 | | | | | $1,437,462 | | | ||
| Tyler Loy(3) Chief Financial Officer | | | | | 2024 | | | | | $335,961 | | | | | $225,000 | | | | | $91,250 | | | | | $0 | | | | | $41,063 | | | | | $6,539 | | | | | $699,813 | | |
| | | | 2023 | | | | | $315,866 | | | | | $0 | | | | | $81,250 | | | | | $52,151 | | | | | $8,787 | | | | | $6,250 | | | | | $464,304 | | | ||
| Jonathan Segal(4) Executive Chairman | | | | | 2024 | | | | | $350,000 | | | | | $0 | | | | | $131,250 | | | | | $0 | | | | | $59,063 | | | | | $6,731 | | | | | $547,044 | | |
| | | | 2023 | | | | | $350,000 | | | | | $0 | | | | | $131,250 | | | | | $60,359 | | | | | $11,828 | | | | | $6,731 | | | | | $560,168 | | | ||
(1)
The amounts reflect the grant date fair value of performance stock units (“PSUs”) or restricted stock units (“RSUs”) issued for the respective year pursuant to the 2019 Equity Incentive Plan.
(2)
The 2024 stock awards are composed of the following: (a) 58,725 RSUs awarded on March 4, 2025 which vest ratably in annual installments over three years and (b) 72,364 PSUs awarded on March 4, 2025 with both a market condition and time element; The 2023 stock awards are comprised of 61,082 PSUs awarded on April 2, 2024, with both a market condition and time element and 11,513 RSUs awarded on July 1, 2024. The 2023 option awards are 81,616 stock options granted on April 2, 2024, that vest on the one-year anniversary of the grant date. On May 1, 2024, Mr. Hilario received a cash bonus of $350,000 in recognition of his efforts with respect to the acquisition of Benihana.
(3)
The 2024 stock awards are composed of the following: (a) 15,310 RSUs awarded on March 4, 2025 which vest ratably in annual installments over three years and (b) 18,866 PSUs awarded on March 4, 2025 with both a market condition and time element; The 2023 stock awards are comprised of 14,179 PSUs awarded on April 2, 2024, with both a market condition and time element, 12,000 RSUs awarded on April 2, 2024 and 2,673 RSUs awarded on July 1, 2024. The 2023 option awards are 14,209 stock options granted on April 2, 2024, that vest on the one-year anniversary date. On May 1, 2024, Mr. Loy received a cash bonus of $225,000 in recognition of his efforts with respect to the acquisition of Benihana.
(4)
The 2024 stock awards are composed of the following: (a) 22,022 RSUs awarded on March 4, 2025 which vest ratably in annual installments over three years and (b) 27,137 PSUs awarded on March 4, 2025 with both a market condition and time element. The 2023 stock awards are comprised of 22,905 PSUs awarded on April 2, 2024, with both a market condition and time element and 4,318 RSUs awarded on July 1, 2024. The 2023 option awards are 16,446 stock options granted on April 2, 2024, that vest on the one-year anniversary of the grant date.
(5)
Other includes 53 rd week of salary paid in December for all salaried employees. Mr. Hilario’s 2024 and 2023 amount includes $24,000 in transportation allowance.
Pay Versus Performance
The table below shows (i) the total compensation for our NEOs for the past two fiscal years as set forth in the Summary Compensation Table, (ii) the “Compensation Actually Paid” (“CAP”) to our President and Chief Executive Officer, and (iii) averages of calculated compensation actually paid for our other named executive officers (“NEOs”), together with shareholder returns and net income. CAP figures do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the NEOs’ compensation for each fiscal year, please see “Our Compensation Program and Philosophy” on page 37.
| Year · · · Summary Compensation Table Total for PEO(1) · · · Compensation Actually Paid to PEO(2)(5) · · · Average Summary Compensation Table Total for Non-PEO NEOs(3) · · · Average Compensation Actually Paid to Non-PEO NEOs(3)(5) · · · Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) · · · Net (Loss) Income · · · Adjusted EBITDA · | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | | | | $1,594,962 | | | | | $(476,191) | | | | | $623,429 | | | | | $498,320 | | | | | $46 | | | | | $(15,824,000) | | | | | $75,189,000 | | |
| 2023 | | | | $1,437,462 | | | | | $1,395,754 | | | | | $512,236 | | | | | $519,593 | | | | | $97 | | | | | $4,718,000 | | | | | $32,785,000 | | |
(1)
The Principal Executive Officer (“PEO”) in fiscal years 2024 and 2023 is Emanuel Hilario.
(2)
Adjustments have been made as of each measurement date using the stock price as of the measurement date. Performance stock unit grant date fair value is calculated using ASC 718 at target-level performance. The Company’s valuation assumptions are described in Note 14, “Employee Benefit Plans,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024.
(3)
The NEOs included in the calculation of average NEO compensation in fiscal years 2024 and 2023 are Jonathan Segal and Tyler Loy.
(4)
Total shareholder return lists a cumulative total shareholder return at the end of each fiscal year assuming $100 was invested in our stock on the last trading day before the beginning of the earliest fiscal year in the table. The stock price performance included in this column is not necessarily indicative of future stock price performance.
(5)
SEC rules require certain adjustments to be made to the Summary Compensation Table totals to determine the CAP as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather as a value calculated under applicable SEC rules. In general, CAP is calculated as Summary Compensation Table total compensation adjusted to reflect certain changes in the fair market value of outstanding equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). The following table details the applicable adjustments that were made to determine CAP.
| · · · 2023 · · · 2024 · | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · PEO · · · Average Non-PEO NEOs · · · PEO · · · Average Non-PEO NEOs · | |||||||||||||||||||||||||
| Total Compensation as reported in Summary Compensation Table | | | | $1,437,462 | | | | | $512,236 | | | | | $1,594,962 | | | | | $623,429 | | | ||||
| Deduct: Equity award amounts based on grant date fair values | | | | | (649,532) | | | | | | (162,505) | | | | | | (350,000) | | | | | | (111,250) | | |
| Add: Year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | | | | | 281,716 | | | | | | 113,771 | | | | | | 328,575 | | | | | | 96,334 | | |
| Add: Amount of change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year | | | | | (131,104) | | | | | | (4,166) | | | | | | (1,638,336) | | | | | | (64,932) | | |
| Add: Fair value as of the vesting date for awards that are granted and vest in the same covered fiscal year | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Add: Amount of change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior years that vested in the covered fiscal year | | | | | 457,212 | | | | | | 60,257 | | | | | | (411,392) | | | | | | (45,261) | | |
| Deduct: Amount of fair value at the end of the prior fiscal year for awards granted in prior years that were forfeited during the covered fiscal year | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Add: Dollar value of other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Compensation Actually Paid | | | | $1,395,754 | | | | | $519,593 | | | | | $(476,191) | | | | | $498,320 | | | ||||
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