UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A INFORMATION

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Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

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(Amendment No.    )

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Filed by a Party other than the Registrant    £

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

FIESTA RESTAURANT GROUP, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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20212023

Annual Meeting of Shareholders

Notice and Proxy Statement
April 28, 2021May 10, 2023
10:00 A.M. (EDT)

Exclusively Live Via Webcast At
www.virtualshareholdermeeting.com/FRGI2021FRGI2023

Chairman’s Letter

Fellow Shareholders:

We are pleased to present you with the 20212023 Proxy Statement of Fiesta Restaurant Group, Inc. (“Fiesta”) and cordially invite you to attend Fiesta’s 20212023 annual meeting of shareholders, which will be held at 10:00 a.m., Eastern Daylight time, on Wednesday, April28, 2021.May 10, 2023. This meeting will be entirely virtual in response to the recommendations of public health officials during the COVID-19 pandemic.virtual. The virtual format will continue to give more shareholders the opportunity to participate in the meeting, while ensuring everyone’s health and safety.

meeting. This past year presented unprecedented challengesmarked a year of progress as Fiesta Restaurant Group evolved into an even more effective and focused organization which we believe is well-positioned for allthe current environment.

Following several years of us. Here at Fiesta,adversity and uncertainty arising from the COVID-19 pandemic and compounded by a challenging labor market resulting in staffing difficulties, we were pleased to see progress in 2022 in our Board, together withfinancial performance, including increasing our total revenues and comparable restaurant sales year over year. While achieving these results, our management team focused on a number core principles in the face of the COVID-19 global pandemic. We immediately instituted measures to ensure the safety of our guests and employees. Then, as a team, we assessed the volatile environment, met it head on and adjusted our business processes andalso made meaningful progress against Fiesta’s key strategic approach. While focusing on the operations of our core business during this time, we also endeavoured to maximize liquidity through a number of business initiatives designed to increase restaurant margins and enhance working capital efficiency. We made important investments in our digital platform and took advantage of the opportunity to grow off-premise sales channels, particularly through the drive-thru and technology enabled ordering and delivery platforms.initiatives.

Despite the barriers posed by the pandemic, our management team continued to engage with shareholders virtually on a regular basis through available communications technology. We continue to utilize the valuable input we receive from our shareholders as we develop the initiatives, actions and strategy that will guide us through the current environment challenges and into the future.

Our current Board is made up of diverse individuals who hold a broad set of skills, experience, and expertise particularly appropriate for our business and the current environment. We are proud to have added fourseveral new independent board members during the past fourfive years, many of whom along with our executive team, bring significant restaurant and retail industry operating experience. Most recently, we further broadened the diversity of both experience and background of our Board with the addition of Nirmal K. (“Trip”) Tripathy in January 2023. I would also like to take the opportunity to thank Steve Elker, who will not stand for election this year, for his eleven years of service on the Board, serving as the Chair of our Audit Committee for much of that time.

We appreciate the willingness of our shareholders to engage with us on these matters. We look forward to continuing to evolve our board, governance, compensation, and sustainability practices as part of the overall revitalization of Fiesta.

FIESTA RESTAURANT GROUP, INC.
14800 Landmark Boulevard, Suite 500
Dallas, Texas 75254

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You are invited to attend the 20212023 Annual Meeting of Shareholders, which we refer to as the “20212023 Annual Meeting”, of FIESTA RESTAURANT GROUP, INC., a Delaware corporation, which we refer to as “we”, “us”, “our”, the “Company”, “Fiesta Restaurant Group”, and “Fiesta”.

Date and Time:

Wednesday, April 28, 2021,May 10, 2023, at 10:00 A.M.AM (EDT)

Place:

Exclusively Via Live Webcast at www.virtualshareholdermeeting.com/FRGI2021FRGI2023

Record Date:

March 1, 202115, 2023

Notice and Voting:

Only shareholders of record as of the record date are entitled to receive notice of, and to vote at, the 20212023 Annual Meeting, and at any adjournment or postponement thereof. You are entitled to one vote per proposal for each share of common stock held by you.

To Fiesta Restaurant Group Shareholders:

At the meeting, shareholders will be asked to consider and vote upon the following proposals:

(1)    To elect the eightseven directors named in the Proxy Statement to serve until the next Annual Meeting of Shareholders or until their respective successors have been duly elected and qualified;

(2)    To adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement under “Executive Compensation”;

(3)    To approve the Fiesta Restaurant Group, Inc. 2021 Stock Incentive Plan;

(4)    To ratify the appointment of Deloitte & ToucheRSM US LLP as the independent registered public accounting firm of the Company for the 20212023 fiscal year; and

(5)(4)    To consider and act upon such other matters as may properly come before the 20212023 Annual Meeting.

A list of our shareholders as of the close of business on March 1, 202115, 2023 will be available for inspection during business hours for ten days prior to the 20212023 Annual Meeting at our principal executive offices located at 14800 Landmark Boulevard, Suite 500, Dallas, Texas 75254. You may also examine our shareholder list during the 20212023 Annual Meeting by following the instructions provided on the meeting website during the 20212023 Annual Meeting.

Only shareholders of the Company or their duly authorized proxies may attend the 20212023 Annual Meeting. Shareholders may attend the virtual annual meeting2023 Annual Meeting at www.virtualshareholdermeeting.com/FRGI2021FRGI2023. The meeting will only be conducted via webcast; there will be no physical meeting location. To participate in the virtual annual meeting,2023 Annual Meeting, shareholders will need the 16-digit control number that appears on your proxy card or the instructions that accompanied the proxy materials. If you would like to attend the virtual meeting2023 Annual Meeting and you have your control number, please go to www.virtualshareholdermeeting.com/FRGI2021FRGI2023 prior to the start of the meeting to log in. Online access to the webcast will open approximately 15 minutes prior to the start of the 20212023 Annual Meeting to allow time for our shareholders to log in and test their devices’ audio system.

We are taking advantage of the Securities and Exchange Commission rule that allows us to deliver our proxy materials (which include the Proxy Statement included with this notice, our 20202022 annual report and form of proxy card) to shareholders via the Internet. As a result, our shareholders will receive a mailing containing only a notice of the meeting instead of paper copies of our proxy materials.

Your vote is important. Whether or not you plan to attend the virtual2023 Annual Meeting via live webcast, please review our proxy materials and request a proxy card to sign, date and return or submit your proxy by telephone or through the Internet. If you attend the virtual2023 Annual Meeting in person via live webcast, you may, if you desire, revoke your proxy and choose to vote in person at the virtual2023 Annual Meeting via live webcast even if you had previously sent in your proxy card or voted by telephone or the Internet.

Miami, Florida

March 19, 202130, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20212023 ANNUAL MEETING TO BE HELD ON APRILMAY 28, 2021:10, 2023: THE PROXY STATEMENT FOR THE 20212023 ANNUAL MEETING AND OUR 20202022 ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE AT WWW.PROXYVOTE.COM.WWW.PROXYVOTE.COM.

The approximate date on which the “Important Notice Regarding the Availability of Proxy Materials” was first sent or given to shareholders was on or about March 19, 2021.30, 2023.

EXECUTIVE SUMMARY

20212023 Annual Meeting Information

For additional information about our Annual Meeting, see the section titled “Questions “Questions and Answers About the 20212023 Annual Meeting.”

Matters to be Voted on at Our 20212023 Annual Meeting

How to Cast Your Vote

Shareholders of record can vote by any of the following methods:

•        If you hold your shares beneficially in “street name” through a broker, bank or other nominee, you may be able to complete your proxy and authorize your vote by proxy, by telephone or the Internet as well as by mail. You must follow the instructions provided by your broker or other nominee to vote your shares.

•        If you do not provide voting instructions to your bank, broker, trustee or other nominee holding shares of our common stock for you, your shares will not be voted with respect to Proposals 1, 2 3 and 5,4, as we do not believe such proposals qualify for discretionary voting treatment by a broker.

•        If you are a beneficial owner holding your shares in “street name” and you do not provide voting instructions to your bank, broker, trustee or other nominee holding shares of our common stock for you, your shares of common stock will not be voted with respect to any proposal for which the shareholder of record does not have “discretionary” authority to vote.

FIESTA RESTAURANT GROUP, INC.

TABLE OF CONTENTS

FIESTA RESTAURANT GROUP, INC.
14800 Landmark Boulevard, Suite 500
Dallas, Texas 75254

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL28, 2021MAY 10, 2023

This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors of FIESTA RESTAURANT GROUP, INC., a Delaware corporation, to be used at the 2023 Annual Meeting of Shareholders, which we refer to as the “20212023 Annual Meeting” or the “meeting”, of the Company which will be exclusively via live webcast at www.virtualshareholdermeeting.com/FRGI2021FRGI2023 on Wednesday, April 28, 2021,May 10, 2023, at 10:00 A.M. (EDT), and at any adjournment or adjournments thereof. Only shareholders of record at the close of business on March 1, 2021,15, 2023, which we refer to as the “record date”, will be entitled to vote at the 20212023 Annual Meeting. The approximate date on which the “Important Notice Regarding the Availability or Proxy Materials” was first sent or given to shareholders was on or about March 19, 2021.30, 2023.

Holders of our common stock at the close of business on March 1, 202115, 2023, will be entitled to vote at the 20212023 Annual Meeting exclusively via live webcast at www.virtualshareholdermeeting.com/FRGI2021FRGI2023. As of March 1, 2021, 26,282,44615, 2023, 26,068,077 shares of our common stock, $0.01 par value per share, were outstanding and each entitled to one vote. Shareholders are entitled to one vote for each share of common stock held. A majority, or 13,141,22413,034,039 of these shares, present in person via live webcast or represented by proxy at the 20212023 Annual Meeting, will constitute a quorum for the transaction of business.

This Proxy Statement and our 20202022 Annual Report are also available at www.proxyvote.com.

All references in this Proxy Statement to “Fiesta Restaurant Group”, the “Company”, “we”, “us” and “our” refer to Fiesta Restaurant Group, Inc. References to the “board of directors” or “board” refer to the board of directors of Fiesta Restaurant Group.

QUESTIONS AND ANSWERS ABOUT THE 20212023 ANNUAL MEETING

Why did I receive an “Important Notice Regarding the Availability of Proxy Materials”?

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission, which we refer to as the “SEC”, instead of mailing a printed proxy card or printed materials, we have elected to provide access to our proxy materials (which include this Proxy Statement, our 20202022 annual report and form of proxy card) via the Internet. A Notice of Internet Availability of Proxy Materials, which we refer to as the “notice” will be mailed to our shareholders of record and beneficial owners (shareholders who own their stock through a nominee such as a bank or broker). The document will instruct shareholders on how to access the proxy materials on a secure website referred to in the notice or how to request printed copies.

In addition, by following the instructions in the notice, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

What are the proposals that will be voted at the meeting?

At the 20212023 Annual Meeting, the Company asks you to vote on fivefour proposals:

Proposal 11:    : to elect the eightseven directors named in the Proxy Statement to serve until the next Annual Meeting of Shareholders or until their respective successors have been duly elected and qualified;

Proposal 22:    : to adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement under “Executive Compensation”;

Proposal 3: to approve the Fiesta Restaurant Group, Inc. 2021 Stock Incentive Plan;

Proposal 4: to ratify the appointment of Deloitte & ToucheRSM US LLP as the independent registered public accounting firm of the Company for the 20212023 fiscal year; and

Proposal 54:    : to consider and act upon such other matters as may properly come before the 20212023 Annual Meeting.

The board may also ask you to participate in the transaction of any other business that is properly brought before the 20212023 Annual Meeting in accordance with the provisions of our Restated Certificate of Incorporation, as amended, which we refer to as the “Restated Certificate of Incorporation” and Amended and Restated Bylaws, as amended, which we refer to as the “Bylaws”.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING
FOR THE ELECTION OF EACH OF THE BOARD’S NOMINEES ON PROPOSAL 1 AND FOR PROPOSALS2 3 AND 4.3.

When will the 20212023 Annual Meeting be held?

The 20212023 Annual Meeting is scheduled to be held at 10:00 A.M.a.m. (EDT), on Wednesday, April 28, 2021May 10, 2023, exclusively via live webcast at www.virtualshareholdermeeting.com/FRGI2021FRGI2023.

How can I attend the 20212023 Annual Meeting?

Only shareholders of the Company or their duly authorized proxies may attend the 20212023 Annual Meeting. Shareholders may attend the virtual annual meeting2023 Annual Meeting at www.virtualshareholdermeeting.com/FRGI2021FRGI2023. The meeting will only be conducted via webcast; there will be no physical meeting location. To participate in the virtual annual meeting,2023 Annual Meeting, shareholders will need the 16-digit control number that appears on your proxy card or the instructions that accompanied the proxy materials. If you would like to attend the virtual meeting virtually online and you have your control number,

What if I am having technical difficulties?

If you are experiencing technical difficulties accessing the 20212023 Annual Meeting, you may call the technical support numbers posted on the log-in page of the virtual meeting platform.

How can I submit a question at the 20212023 Annual Meeting?

As part of the 20212023 Annual Meeting, we will hold a live question and answer session during which we intend to answer all questions properly submitted during the 20212023 Annual Meeting in accordance with the 20212023 Annual Meeting Rules of Conduct that are pertinent to the Company and the 20212023 Annual Meeting matters and as time permits. The 20212023 Annual Meeting Rules of Conduct will be made available on the virtual meeting platform. Questions that we determine do not conform with the 20212023 Annual Meeting Rules of Conduct, are not otherwise directly related to the business of the Company and are not pertinent to the 20212023 Annual Meeting matters will not be answered. Each stockholdershareholder will be limited to one question so as to allow us to respond to as many stockholdershareholder questions as possible in the allotted time. We will address substantially similar questions, or questions that relate to the same topic, in a single response.

We ask that all stockholdersshareholders provide their name and contact details when submitting a question through the virtual meeting platform so that we may address any individual concerns or follow up matters directly. If you have a question of personal interest that is not of general concern to all stockholders,shareholders, or if a question posed at the 20212023 Annual Meeting was not otherwise answered, we encourage you to contact us separately after the 20212023 Annual Meeting by visiting https://www.frgi.com/investor-relations/investor-resources/investor-contacts/default.aspx.

Once you login to the virtual meeting platform at www.virtualshareholdermeeting.com/FRGI2021FRGI2023, you may select the “Q&A” button on the bottom right side of the virtual meeting platform interface and then type your question into the “Submit a Question” field and click “Submit”.

Please note that stockholdersshareholders will need their valid 16-digit control number to ask questions at the 20212023 Annual Meeting. See “How can I attend the 20212023 Annual Meeting?” above for information on how to obtain your 16-digit control number. If you are a “beneficial owner,” also known as a “street name” holder, please see “How do I vote if my common shares are held in “street name”‘street name’?’” below for more information.

Who is soliciting my vote?

In this Proxy Statement, the board is soliciting your vote.

How does the board recommend that I vote?

The board unanimously recommends that you vote by proxy using the proxy card with respect to the proposals, as follows:

•        FOR the election of the eightseven named director nominees as directors;

•        FOR on an advisory basis, the approval of the non-binding resolution on the compensation of the Company’s Named Executive Officers as described in the Proxy Statement under “Executive Compensation”;

•        FOR the approval of the Fiesta Restaurant Group, Inc. 2021 Stock Incentive Plan; and

•        FOR the ratification of the appointment of Deloitte & ToucheRSM US LLP as the independent registered public accounting firm of the Company for the 20212023 fiscal year.

As of March 1, 2021,15, 2023, there were 26,282,44626,068,077 shares of our common stock outstanding, each entitled to one vote.

How do I vote if I am a record holder?

You can vote by attending the 20212023 Annual Meeting and voting in person exclusively via live webcast at www.virtualshareholdermeeting.com/FRGI2021FRGI2023, or you can vote by proxy. If you are the record holder of your stock, you can vote in the following three ways:

•        By InternetInternet:    : You may vote by submitting a proxy over the Internet. Please refer to the notice, proxy card or voting instruction form provided to you by your broker for instructions of how to vote by Internet.

•        Before the 2023 Annual Meeting — You may submit your proxy online via the Internet by following the instructions provided on the enclosed proxy card. Internet voting facilities will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on April 27, 2021.May 9, 2023.

•        During the 2023 Annual Meeting — You may attend the meeting via the Internet at www.virtualshareholdermeeting.com/FRGI2021FRGI2023 and vote during the meeting by following the instructions provided on the enclosed proxy card.

•        By TelephoneTelephone:    : Shareholders located in the United States may vote by submitting a proxy by telephone by calling the toll-free telephone number on the notice, proxy card or voting instruction form and following the instructions.

•        By MailMail:    : If you received proxy materials by mail, you can vote by submitting a proxy by mail by marking, dating, signing and returning the proxy card in the postage-paid envelope.

How do I vote if my common shares are held in “street name”?

If you hold your shares beneficially in street name through a nominee (such as a bank or broker), you may be able to complete your proxy and authorize your vote by proxy by telephone or the Internet as well as by mail. You should follow the instructions you receive from your nominee to vote these shares.

If you do not provide voting instructions to your bank, broker, trustee or other nominee holding shares of our common stock for you, your shares will not be voted with respect to Proposals 1,2 3 and 54 as we do not believe such proposals qualify for discretionary voting treatment by a broker. We therefore encourage you to provide voting instructions on a proxy card or a provided voting instruction form to the bank, broker, trustee or other nominee that holds your shares by carefully following the instructions provided in their notice to you.

How many votes do I have?

Shareholders are entitled to one vote per proposal for each share of common stock held.

How will my shares of common stock be voted?

The shares of common stock represented by proxies will be voted in accordance with the directions you make thereon at the 20212023 Annual Meeting, but if no direction is given and you do not revoke your proxy, your proxy will be voted: FOR the election of the eightseven named director nominees (Proposal 1); FOR, on an advisory basis, the approval of the non-binding resolution on the compensation of the Company’s Named Executive Officers as described in the

What is the effect of abstentions and broker non-votes on voting?

Abstentions and broker “non-votes” are included in the determination of the number of shares present at the 20212023 Annual Meeting for quorum purposes. Abstentions count as a vote against the proposals. Broker “non-votes” are not counted in the tabulations of the votes cast or present at the 20212023 Annual Meeting and entitled to vote on any of the proposals and therefore will have no effect on the outcome of the proposals. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. We anticipate that only Proposal 43 presented at the 20212023 Annual Meeting will allow nominees to exercise discretionary voting power.

If I have already voted by proxy against the proposals, can I still change my mind?

Yes. To change your vote by proxy, simply sign, date and return the proxy card or voting instruction form in the accompanying postage-paid envelope, or vote by proxy by telephone or via the Internet in accordance with the instructions in the notice, proxy card or voting instruction form. We strongly urge you to vote by proxy FOR Proposals 1, 2 3 and 4.3. Only your latest dated proxy will count at the 20212023 Annual Meeting.

Will my shares be voted if I do nothing?

If your shares of our common stock are registered in your name, you must sign and return a proxy card, vote over the Internet or by telephone or attend the 20212023 Annual Meeting and vote in person exclusively via live webcast at www.virtualshareholdermeeting.com/FRGI2021FRGI2023 in order for your shares to be voted.

If your shares of common stock are held in “street name,” that is, held for your account by a broker, bank or other nominee, and you do not instruct your broker or other nominee how to vote your shares, then, because Proposals 1, 2 3 and 54 are “non-routine matters,” your broker or other nominee would not have discretionary authority to vote your shares on such proposals. If your shares of our common stock are held in “street name,” your broker, bank or nominee has enclosed a proxy card or voting instruction form with this Proxy Statement. We strongly encourage you to authorize your broker or other nominee to vote your shares by following the instructions provided on the proxy card or voting instruction form.

Please return your proxy card or voting instruction form to your broker or other nominee by proxy, simply sign, date and return the enclosed proxy card or voting instruction form in the accompanying postage-paid envelope, or vote by proxy by telephone or via the Internet in accordance with the instructions in the proxy card or voting instruction form. Please contact the person responsible for your account to ensure that a proxy card or voting instruction form is voted on your behalf.

We strongly urge you to vote by proxy FOR Proposals 1,2 3 and 43 by proxy over the Internet using the Internet address on the notice or proxy card, by telephone using the toll-free number on the notice or proxy card or by signing, dating and returning a proxy card by mail. If your shares are held in “street name,” you should follow the instructions on your proxy card or voting instruction form provided by your broker or other nominee and provide specific instructions to your broker or other nominee to vote as described above.

Whom should I call if I have questions about the 20212023 Annual Meeting?

If you have any questions or you need additional copies of the proxy materials, please contact Louis DiPietro, Senior Vice President, Chief Legal and People Officer, General Counsel & Secretary by mail at 7255 Corporate Center Drive, Suite C, Miami, Florida 33126 or by telephone at (305) 671-1257.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20212023 ANNUAL MEETING TO BE HELD ON APRILMAY 28, 2021:10, 2023:    THE PROXY STATEMENT FOR THE 20212023 ANNUAL MEETING AND OUR 20202022 ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE AT WWW.PROXYVOTE.COM.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our current directors are Stacey Rauch, Nicholas Daraviras, Stephen P. Elker, Brian P. Friedman, Sherrill Kaplan, Andrew V. Rechtschaffen, Nicholas P. Shepherd, Richard C. StockingerNirmal K. Tripathy and Paul E. Twohig. EightSeven directors will be elected at the 20212023 Annual Meeting. Brian P. FriedmanStephen Elker is not being renominated as a director at the 20212023 Annual Meeting. Following the 20212023 Annual Meeting, the size of the Company’s board of directors will be reduced to eightseven directors.

The election of a director requires the affirmative vote of a majority of the shares of common stock voting with respect to such nominee (excluding abstentions and non-votes). Each proxy received will be voted FOR the election of the eightseven directors named below unless otherwise specified in the proxy. Proxies cannot be voted for a greater number than the nominees named below.

On February 5, 2020, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with AREX Capital Management, LP and certain of its affiliates (collectively, “AREX”). Pursuant to the Cooperation Agreement, the Company agreed to increase the size of the board of directors by one director seat and appointed Andrew Rechtschaffen (the “AREX Director”), an affiliate of AREX, to the board of directors and the Corporate Governance and Nominating Committee effective February 13, 2020. Pursuant to the Cooperation Agreement, Mr. Rechtschaffen will servebegan serving a term beginningon February 13, 2020 and expiring at the 2020 Annual Meeting. We have further agreed to nominate Mr. Rechtschaffen for election at the 2021 Annual Meeting, with a term expiring at the 2022 annual meeting of stockholdersshareholders (the “2021 Annual Meeting”). From the Appointment Date until the Termination Date (as defined below), upon the death or disability of the AREX Director, AREX Capital Management, LP shall havehad the right to identify, and the board of directors shallwould appoint, a replacement director with relevant financial and business experience, who qualifiesqualified as independent under the SEC and NASDAQ rules and whose qualifications arewere substantially similar to Mr. Rechtschaffen.

With respect to each annual or special meeting of the Company’s stockholders,shareholders, during the term of the Cooperation Agreement, AREX hashad agreed to vote the shares of the Company’s common stock then held by it in accordance with the board of directors’ recommendations on director election proposals and any other proposals submitted by the Company or a stockholder,shareholder, except that AREX maycould vote in its discretion on Extraordinary Transactions (as defined in the Cooperation Agreement) and, other than with respect to director election or removal proposals, in accordance with the recommendations of Institutional Shareholder Services Inc. or Glass, Lewis & Co., LLC if either of them recommends differently from the board of directors.

AREX has also agreedThe Cooperation Agreement terminated in January 2022 in accordance with its terms (the “Termination Date”). Prior to certain customary standstill provisions prohibiting it from, among other things, (i) making certain announcements regarding the Company’s transactions, (ii) soliciting proxies, (iii) acquiring, in the aggregate, beneficial ownership of more than 14.9% of the outstanding shares of the Company’s common stock, (iv) selling securities of the Company resulting in any third party owning more than 4.9% of the outstanding shares of the Company’s common stock (subject to certain exceptions set forth in the Cooperation Agreement), (v) taking actions to change or influence the board of directors, Company management or the direction of certain Company matters, and (vi) exercising certain stockholder rights.

ConsistentTermination Date, consistent with the terms of the Cooperation Agreement, in December 2020, the Company and AREX agreed to re-nominate Mr. Rechtschaffen for election at the 2021 Annual Meeting. As such, the term of the Cooperation Agreement was automatically extended until the date that is 30 days prior to the deadline under the Company’s amended and restated bylaws, as amended, for director nominations and stockholdershareholder proposals for the 2022 annual meeting of stockholders.shareholders. Each of the Company and AREX hashad the right to terminate the Cooperation Agreement earlier if the other party commitscommitted a material breach of the Agreement and such breach iswas not cured within 15 days after notice or, if such breach iswas not curable within 15 days, the breaching party hashad not taken any substantive action to cure within such 15-day period.

At this time, our board of directors knows of no reason why the Company’s eightseven nominees would be unable to serve. There are no arrangements or understandings between any nominee and any other person pursuant to which such person was selected as a nominee.

Our Corporate Governance and Nominating Committee has reviewed the qualifications of the eightseven director nominees and has recommended the election of the eightseven directors recommended by the board.

Director Nominees’ Principal Occupations, Business Experience, Qualifications and Directorships

Board Skills Assessment

The Board Skills assessment below illustrates the key skills that our board has identified as particularly valuable to the effective oversight of the Company and our strategy. This highlights the depth and breadth of skills possessed by current directors.

Information Regarding the Board of Directors and Committees

Director Attendance

During the fiscal year ended January 3, 2021,1, 2023, our board of directors met or acted by unanimous consent on 21seven occasions. During the fiscal year ended January 3, 2021,1, 2023, each of the directors who were on the board attended more than 95% of the aggregate number of meetings of the board of directors and of any committees of the board of directors on which they served. We do not have a policy on attendance by directors at our Annual Meeting of Shareholders. All of our directors attended our 20202022 Annual Meeting of Shareholders.

Independence of Directors

As required by the listing standards of NASDAQ, a majority of the members of our board of directors must qualify as “independent,” as affirmatively determined by our board of directors. Our board of directors determines director independence based on an analysis of such listing standards and all relevant securities and other laws and regulations regarding the definition of “independent.”

Consistent with these considerations, after review of all relevant transactions and relationships between each director, any of his or her family members, and us, our executive officers and our independent registered public accounting firm, the board of directors has affirmatively determined that other than Mr. Stockinger, all of the members of our board of directors including as nominees for director at the 2023 Annual Meeting are independent pursuant to NASDAQ.

The Audit Committee has the sole and direct responsibility for appointing, evaluating and retaining our independent registered public accounting firm and for overseeing their work. All audit services to be provided to us and all permissible non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm are approved in advance by our Audit Committee. During the fiscal year ended January 3, 2021,1, 2023, the Audit Committee met or acted by unanimous consent on five occasions. The Audit Committee has adopted a formal written Audit Committee charter that complies with the requirements of the Exchange Act and the NASDAQ listing standards. A copy of the Audit Committee charter is available on the investor relations section of our website at http://www.frgi.com.

Audit Committee Report

The Company’s management has the primary responsibility for the financial statements and the reporting process, including the Company’s system of internal controls and disclosure controls and procedures. The independent registered public accounting firm audits the Company’s financial statements and expresses an opinion on the financial statements based on their audit. The Audit Committee oversees on behalf of the board (i) the accounting, financial reporting, and internal control processes of the Company, and (ii) the audits of the financial statements and internal controls of the Company. The Audit Committee operates under a written charter adopted by the board.

The Audit Committee reviews and approves the internal audit plan once a year and receives periodic updates of internal audit activity in meetings held at least quarterly throughout the year. Updates include discussions of audit project results, as well as quarterly assessments of internal controls.

The processes and procedures by which the Compensation Committee considers and determines executive officer compensation and outside directors’ compensation are described in the Compensation Discussion and Analysis included in this Proxy Statement. During the 20202022 fiscal year, the Compensation Committee again retained Pearl Meyer & Partners, LLC, which we refer to as “Pearl Meyer”, to review the Company’s compensation policies, plans, and amounts for the CEO and other executive officers, including the Named Executive Officers. The role of Pearl Meyer in determining or recommending the amount or form of executive and director compensation, the nature and scope of Pearl Meyer’s assignment and the material elements of the instructions or directions given to Pearl Meyer with respect to the performance of their duties under the engagement are described in the Compensation Discussion and Analysis included in this Proxy Statement. We believe that the use of an independent compensation consultant provides additional assurance that our compensation programs are reasonable and consistent with our goals and objectives. The Compensation Committee may form one or more subcommittees, each of which shall take such actions as shall be delegated by the Compensation Committee. All of the members of our Compensation Committee are “independent” as defined under Rule 5605 of the NASDAQ listing standards. The Compensation Committee has adopted a formal, written Compensation Committee charter that complies with SEC rules and regulations and the NASDAQ listing

•        the ability to make independent analytical inquiries;

•        willingness and ability to devote adequate time, energy, and resources to diligently perform board and board committee duties and responsibilities; and

•        a commitment to representing the long-term interests of the shareholders.

In addition to such minimum qualifications, the Corporate Governance and Nominating Committee takes into account the following factors when considering a potential director candidate:

•        whether the individual possesses specific industry expertise and familiarity with general issues affecting our business; and

•        whether the person would qualify as an “independent” director under SEC and NASDAQ rules.

The Corporate Governance and Nominating Committee has not adopted a specific diversity policy with respect to identifying nominees for director. However, the Corporate Governance and Nominating Committee takes into accountand our Board recognize its responsibility to ensure that nominees for our Board possess appropriate qualifications and reflect a reasonable diversity of personal and professional experience, skills, backgrounds and perspectives, including those backgrounds and perspectives with respect to age, gender and sexual origin, culture, race and national origin. We believe that the importancebackgrounds and qualifications of diversified board membershipour directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to promote our strategic objectives and to fulfill its responsibilities to our shareholders. Particularly in termsthe context of the individuals involvedpending rulemaking regarding Board diversity, and their variousconsistent with our Board’s philosophy, it is the Company’s intention to continue to review opportunities to expand the level of diversity in the experiences and areasoutlook of expertise.our Board nominees as we move forward.

The Corporate Governance and Nominating Committee shall make every effort to ensure that the board and its committees include at least the required number of independent directors, as that term is defined by applicable standards promulgated by NASDAQ and/or the SEC. Backgrounds giving rise to actual or perceived conflicts of interest are undesirable. In addition, prior to nominating an existing director for election to the board, the Corporate

exchange requirements. All of these communications will be reviewed by our Secretary and forwarded to Stacey Rauch, the Chairman of the Corporate Governance and Nominating Committee, or her successor, for further review and consideration in accordance with this policy. Any such shareholder recommendation should be accompanied by a written statement from the candidate of his or her consent to be named as a candidate and, if nominated and elected, to serve as a director.

Board Leadership Structure and Role in Risk Oversight

Board Leadership

Our board of directors believes that our current model of separate individuals serving as Chairman of the board of directors and as Chief Executive Officer is the appropriate leadership structure for us at this time. The board of directors believes that each of the possible leadership structures for a board has its particular advantages and disadvantages, which must be considered in the context of the specific circumstances, culture and challenges facing a company. The Company does not have a member of our board of directors who is formally identified as the “lead independent director.” However, the board of directors has determined that having an independent director serve as Chairman of the board of directors is in the best interest of our shareholders at this time. This structure ensures a greater role for the independent directors in the oversight of Fiesta Restaurant Group, active participation of the independent directors in setting agendas and establishing the board of directors’ priorities and procedures, including with respect to our corporate governance.

Risk Oversight

Our board administers its risk oversight function directly and through its Audit Committee and receives regular reports from members of senior management and third parties engaged by the Company perform duties related to its internal audit reviews on areas of material risk to the Company, including operational, financial, legal and regulatory, strategic and reputational risks. Our Audit Committee regularly discusses with management our major risk exposures, their potential financial impact on our Company and the steps we take to manage them. While we do not maintain a separate committee which specifically governs information technology and related cyber security risks, our Audit Committee and Board receive regular, scheduled updates from management and our internal audit provider regarding cyber security risks, exposures, mitigation strategies and applicable regulatory frameworks. In addition, our Compensation

of compensation constitute a sufficient portion of overall compensation to motivate our executives to produce short-, intermediate- and long-term corporate results, while the fixed element of compensation is sufficient that our executives are not encouraged to take unnecessary or excessive risks in doing so.

Codes of Ethics

We have adopted written codes of ethics applicable to our directors, officers, and employees in accordance with the rules of the SEC and the NASDAQ listing standards. With respect to our Code of Ethics for Executives and Principal Financial Employees, our policy requires covered employees to execute an annual certification confirming that they understand and will comply with the Code. We make our codes of ethics available on the investor relations section of our website at http://www.frgi.com. We will disclose on our website amendments to, or waivers from, our codes of ethics in accordance with all applicable laws and regulations.

Environmental, Social, and Governance (“ESG”)

Our board of directors recognizes the importance of environmental, social and governance issues and is committed to maintaining high ethical standards, upholding our corporate values, and implementing environmentally and socially responsible business practices. The management of key non-financial risks and opportunities, such as workforce inclusion and development, social impact, and environmental sustainability, are critical components in the Company’s long-term performance and strategy. ESG oversight is conducted from the highest levels of our organization. Our board of directors oversees our ESG and sustainability strategy, initiatives, and policies, including management’s assessment of these strategies, initiatives and policies, with assistance of our Corporate Governance and Nominating Committee, Audit Committee and Compensation Committee in their relative areas of expertise. At the management level, ESG oversight is provided by our Chief Executive Officer and Chief Legal and People Officer.

Consistent with this commitment, we continue to strive to move forward and expand upon Fiesta’s accomplishments in the areas of people, the environment and good corporate governance. In this regard, we are particularly proud of the fact that 60% of our U.S.-based employee population identify as female and approximately 93% of our U.S. based employee population is comprised of racial and ethnic minorities. Furthermore, approximately 60% of our restaurant field management identify as female and more than approximately 85% of this group is comprised of racial and ethnic minorities. Moreover, as part of our board of directors’ and our management team’s recognition of the significance of climate change and the importance of managing the environmental impact of the operations of the Company’s business, we plan to undertake a number of initiatives during the upcoming year, including a review of the Company’s Scope 1 and Scope 2 GHG emissions, water usage and other environmental impacts, with the intention of ultimately engaging in a plan of action designed to meaningfully reduce this impact in the future.

Along with these actions, we continue to pursue finding more earth-friendly serving and packaging materials for our products, including bags that are made from recycled material, are 100% recyclable and reusable and are Rainforest Alliance certified, paper drink cups that are Sustainable Forest Initiative certified and aluminum that contains postindustrial re-processed and post-consumer material. As a valued member of the Miami community, we maintain a commitment to support the communities in which we do business on an ongoing basis and during a time of crisis through both direct support and donations of products and our time.

Finally, we review our Board composition, policies and practices on an ongoing basis to ensure we are aligned with current best corporate governance practices. This includes our commitment to maintaining a board comprised of individuals with diverse backgrounds and experience, frequent shareholder engagement and governance practices such as majority voting, non-classified board and executive pay practices which align with Company performance.

To support each of these efforts, we expect to establish a Committee comprised of subject-matter experts in relevant disciplines across our organization such as human resources, operations, development, supply chain, and legal affairs, specifically engaged in managing the Company’s ESG strategies, initiatives and policies. In addition, the board of directors of the Company, together with the Company’s Chief Legal and People Officer, are currently engaged in a comprehensive review designed to enhance the scope of our ESG practices including in our compensation programs, corporate disclosures and key Company initiatives, including those noted above.

Delinquent Section 16 Reports

Based upon a review of the filings furnished to us pursuant to Rule 16a-3(e) promulgated under the Exchange Act, and on representations from our executive officers and directors and persons, if any, who beneficially own more than 10% of our common stock, all filing requirements of Section 16(a) of the Exchange Act were complied with in a timely manner during the fiscal year ended January 3, 2021.1, 2023 other than a Statement of Changes in Beneficial Ownership filed by Richard C. Stockinger on November 16, 2022.

Employee, Officer Director Hedging Policy

Our Insider Trading Policy and Management Insider Trading Policy prohibit directors and executive officers from purchasing securities or other financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities or diminish the full ownership risks and rewards of their direct or indirect Company stock holdings, including without limitation “costless collars,” forward sale contracts, equity swaps, and exchange funds.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information regarding beneficial ownership of our common stock as of March 1, 202115, 2023 by:

•        each person known by us to beneficially own more than 5% of all outstanding shares of our common stock;

•        each of our directors, nominees for director, and Named Executive Officers (as set forth in “Executive Compensation-Summary Compensation Table” herein) individually; and

•        all of our directors and executive officers as a group.

26,282,44626,068,077 shares of our common stock were outstanding on March 1, 2021.15, 2023.

Except as otherwise indicated, to our knowledge, all persons listed below have sole voting power and investment power and record and beneficial ownership of their shares, other than to the extent that authority is shared by spouses under applicable law.

The information contained in this table reflects “beneficial ownership” as defined in Rule 13d-3 of the Exchange Act. Except as otherwise indicated, the address for each beneficial owner is c/o Fiesta Restaurant Group, Inc., 14800 Landmark Boulevard, Suite 500, Dallas, Texas 75254.

____________

*        Less than one percent

(1)      Information was obtained from a Schedule 13D/A filed on February 28, 2020 with the SEC. Jefferies owns our shares as follows: (a) Sole Voting Power: 5,262,189, (b) Shared Voting Power: 0, (c) Sole Dispositive Power: 5,262,189 and (d) Shared Dispositive Power: 0. The address for Jefferies is 520 Madison Avenue, New York, New York.

Inc. (“T. Rowe Price Small-Cap”), beneficially owns our shares as follows: (a) Sole Voting Power: 2,137,682, (b) Shared Voting Power: 0, (c) Sole Dispositive Power: 0 and (d) Shared Dispositive Power: 0. The address of the principal office of T. Rowe Price Associates and T. Rowe Price Small-Capis 100101 E. Pratt Street, Baltimore, Maryland 21202.21201.

(3)      Information was obtained from a Schedule 13G/A filed on January 27, 2021 with the SEC. BlackRock Inc. owns our shares as follows: (a) Sole Voting Power: 2,720,700, (b) Shared Voting Power: 0, (c) Sole Dispositive Power: 2,740,631, and (d) Shared Dispositive Power: 0. The address for BlackRock Inc. is 55 East 52nd Street, New York, New York 10055.

(4)      Information was obtained from a Schedule 13D/A filed on February 7, 2020 with the SEC. AREX Capital Master Fund, LP (“AREX Master”) beneficially owns our shares as follows: (a) Sole Voting Power: 0, (b) Shared Voting Power: 1,180,000, (c) Sole Dispositive Power: 0 and (d) Shared Dispositive Power: 1,180,000. AREX Capital GP, LLC (“AREX Capital GP”) owns our shares as follows: (a) Sole Voting Power: 0, (b) Shared Voting Power: 1,180,000, (c) Sole Dispositive Power: 0 and (d) Shared Dispositive Power: 1,180,000. AREX Capital Management, LP (“AREX Management”) owns our shares as follows: (a) Sole Voting Power: 0, (b) Shared Voting Power: 2,505,292, (c) Sole Dispositive Power: 0 and (d) Shared Dispositive Power: 2,505,292. AREX Capital Management GP, LLC (“AREX Management GP”) owns our shares as follows: (a) Sole Voting Power: 0, (b) Shared Voting Power: 2,505,292, (c) Sole Dispositive Power: 0 and (d) Shared Dispositive Power: 2,505,292. Andrew Rechtschaffen owns our shares as follows: (a) Sole Voting Power: 0, (b) Shared Voting Power: 2,505,292, (c) Sole Dispositive Power: 0 and (d) Shared Dispositive Power: 2,505,292. Securities owned directly by AREX Master and held in certain accounts (the “AREX Managed Accounts”) managed by AREX Management, which also acts as the investment advisor to AREX Master. Mr. Rechtschaffen solely by virtue of his position as the managing member of each of AREX Capital GP, the general partner of AREX Master, and AREX Management GP, the general partner of AREX Management, may be deemed to beneficially own the securities owned directly by AREX Master and held in the AREX Managed Accounts for purposes of Section 16 of the Exchange Act. Mr. Rechtschaffen expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address for AREX Master, AREX Capital GP, AREX Management, AREX Management GP and Mr. Rechtschaffen is 250 West 55th Street, 15th Floor, New York, NY 10019.

(5)(4)      Information was obtained from a Schedule 13G/A filed on February 5, 202110, 2023 with the SEC. Private Capital Management, LLC beneficially owns our shares as follows: (a) Sole Voting Power: 486,621,625,848, (b) Shared Voting Power: 992,433,1,075,201, (c) Sole Dispositive Power: 486,621,625,848, and (d) Shared Dispositive Power: 992,433.1,075,201. The address for Private Capital Management, LLC is 8889 Pelican Bay Boulevard, Suite 500, Naples, FL 34108.

(6)      Information was obtained from a Schedule 13G/A filed on February 12, 2021 with the SEC (the “Dimensional Fund Advisors Schedule 13G”). Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940,(5)      Mr. Stockinger served as our Chief Executive Officer and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Dimensional Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Dimensional Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Dimensional Funds and may be deemed to be the beneficial owner of the shares of the Company held by the Dimensional Funds. However, all securities reported in the Dimensional Fund Advisors Schedule 13G are owned by the Dimensional Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the filing of the Dimensional Fund Advisors Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934. Subject to footnote (6), Dimensional Fund Advisers LP owns our shares as follows: (a) Sole Voting Power: 1,317,397, (b) Shared Voting Power: 0, (c) Sole Dispositive Power: 1,398,217 and (d) Shared Dispositive Power: 0. The address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas, 78746.

(7)      Includes 28,668 shares of our common stock held by 2055 Partners L.P., which we refer to as “2055 Partners”, and 54,185 shares of our common stock held directly by Mr. Friedman. Mr. Friedman is the President and a director of Jefferies. Mr. Friedman disclaims beneficial ownership over our shares held by Jefferies. Mr. Friedman is the general partner of 2055 Partners and, in such capacity, may be deemed to beneficially own the 28,668 shares of our common stock beneficially owned by 2055 Partners. The address of Mr. Friedman is c/o Jefferies, 520 Madison Avenue, New York, New York 10022.

(8)until December 8, 2022. Information was obtained from a Statement of Changes in Beneficial Ownership on Form 4/A4 filed on May 18, 2020November 16, 2022 with the SEC. The address of Mr. Stockinger is on file with the Company.

(6)      Ms. Lopez-Calleja served as Senior Vice President, Strategic Initiatives and Chief Experience Officer until February 15, 2023. Information was obtained from a Statement of Changes in Beneficial Ownership on Form 4 filed on November 15, 2022 with the SEC. The address of Ms. Lopez-Calleja is on file with the Company.

(7)      Information was obtained from a Statement of Changes in Beneficial Ownership on Form 4 filed on June 21, 2022 with the SEC. Securities owned directly by AREX Master and held in AREX Managed Accounts managed by AREX Management, which also acts as the investment advisor to AREX Master. Mr. Rechtschaffen solely by virtue of his position as the managing member of each of AREX Capital GP, the general partner of AREX Master, and AREX Management GP, the general partner of AREX Management, may be deemed to beneficially own the securities owned directly by AREX Master and held in the AREX Managed Accounts for purposes of Section 16 of the Exchange Act. Mr. Rechtschaffen expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The address of Mr. Rechtschaffen is 250 West 55th Street, 15th Floor, New York, NY 10019.

(9)      Includes 28,668 shares of our common stock held by 2055 Partners as reported in footnote (7), 53,310 shares held of our common stock by Patricia Lopez-Calleja and 44,413 shares held of our common stock by Ulyses Camacho.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transaction Procedures

The board of directors has assigned responsibility for reviewing related party transactions to our Audit Committee. The board of directors and the Audit Committee have adopted a written policy pursuant to which certain transactions between us or our subsidiaries and any of our directors or executive officers must be submitted to the Audit Committee for consideration prior to the consummation of the transaction as required by the rules of the SEC. The Audit Committee reports to the board of directors on all related party transactions considered.

The Company, after a competitive process, engaged Jefferies LLC (“Jefferies LLC”), an affiliate of, Messrs. Friedman and Daraviras, two of the members of Fiesta’s board of directors and a subsidiary of Jefferies Financial Group, Inc, a holder of more than 20 percent of the total outstanding shares of the Company, in connection with a refinancing of the Company’s former amended senior credit facility and other advisory services. Jefferies Finance LLC served as lead arranger and sole bookrunner under the Credit Agreement (the “Senior Credit Facility”) dated November 23, 2020 among the Company, Fortress Credit Corp., as administrative agent and collateral agent, and the lenders party thereto. The engagement of Jefferies LLC and the corresponding engagement letter was approved by the Audit Committee in accordance with the Company’s Related Party Transaction Policy as described on page 15 of this proxy statement. The Company paid fees of $1.7 million to Jefferies LLC and reimbursed Jefferies LLC for reasonable out of pocket and ancillary expenses of less than $0.1 million in 2020.

Family Relationships

There are no family relationships between any of our executive officers or directors.

CORPORATE GOVERNANCE

Recent Corporate Governance Initiatives

Over the last few years, we adopted multiple structures to strengthen our board’s independence, ensure robust risk oversight and enhance our Company’s governance and executive compensation programs. The following table of corporate governance highlights is indicative of our commitment to shareholders and desire to ensure Fiesta implements best-in-class corporate governance features, appropriate for our evolving company.

Corporate Governance Highlights

•        Board Declassification

•        Mandatory Director Retirement Age

•        Independent Chair

•        Highly Independent Board

•        Majority Voting in Uncontested Elections

•        Board Tenure — Average of approximately 56 ½ years

•        Board Refreshment — TwoFive new Independent Directors in 2017; One new Independent Director in 2018; One new Independent Director in 2020over the past six years

Shareholder Engagement Initiatives

The Company’s board of directors, Compensation Committee, and management value the opinions of our shareholders. We are committed to being transparent with shareholders on all topics, including our business strategy, governance and compensation programs, and responsive to shareholder feedback provided.

Based on feedback received during these meetings, as well as historical voting outcomes, we believe our shareholders are generally supportive of the Company’s governance and compensation programs. Nevertheless, we believe these conversations with shareholders are invaluable and will continue to seek shareholder input on similar topics when making future board decisions.

Board Declassification

In 2018, our Board,board, with the approval of our shareholders, declassified our Board.board. This enhancement to our governance program became effective at the 2019 Annual Meeting.

Majority Voting

In response to strong shareholder support, in 2017, our Board,board, with the approval of our shareholders, adopted a majority vote standard in uncontested director elections. This enhancement to our governance program has been effective since the 2018 Annual Meeting and we believe this feature will provideprovides shareholders with a more meaningful role in the outcome of uncontested director elections and encourage increased director accountability and oversight.

Mandatory Director Retirement Age

Our Boardboard of directors also adopted in 2018 a mandatory retirement policy, which provides that a person is not eligible for election as a director if they are older than 75 years of age. The policy also imposes a mandatory retirement age for incumbent directors, which precludes an incumbent director from seeking nomination for re-election to our board of directors if they have exceeded the age limit. We believe this policy will promote director refreshment and ensure the Fiesta board continues to enjoy the benefits associated with fresh, thoughtful perspectives.

Board Recruitment

Our Boardboard conducted a national search for a Boardboard member with skills which would complement the existing membership of the Board and which would provide the Company with valuable experience relevant for its Business.business. In November 2018,January 2023, we appointed Sherrill Kaplan,Nirmal K. Tripathy, an experienced marketingaccounting professional with leadership experience in the restaurantretail and retail industries and with a focus on digital.consumer products industries.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The purpose of this Compensation Discussion & Analysis, which we refer to as the “CD&A”, is to provide relevant information to shareholders regarding the Company’s executive compensation processes, procedures, plan designs, and practices with respect to its executive officers named in the Summary Compensation Table, which we refer to each as a “Named Executive Officer” or “NEO”, for 2020.2022. The following are the Company’s NEOs for 2020:2022:

____________

(1)      Mr. Montgomery served as Senior Vice President and Chief Financial Officer of the Company until December 8, 2022 and was appointed Interim Chief Executive Officer of the Company effective December 8, 2022.

(2)      Mr. Stockinger served as Chief Executive Officer and President of the Company until December 8, 2022.

(3)      Mr. Yoesting was appointed Vice President, Chief Accounting Officer and Acting Chief Financial Officer effective December 8, 2022.

(4)      Ms. Lopez-Calleja served as Senior Vice President, Strategic Initiatives and Chief Experience Officer until February 15, 2023.

Executive Compensation: Context and Overview

Introduction

The Compensation Committee is committed to designing an executive compensation program that pays for delivering performance in a straightforward manner and promotes the recruitment and retention of our executives. Accordingly, the majority of the compensation for our NEOs is variable and based primarily on the Company’s performance. Our Company incentivizes performance through a compensation program structure that reflects an appropriate mix of short-term and long-term vehicles. Accordingly, our executives will receive larger rewards when performance objectives are exceeded and conversely, will receive lower, or no rewards, when performance falls below targeted levels. The Compensation Committee continues to place a priority on refining our executive compensation program to align with Fiesta’s business and feedback received from our shareholders, as appropriate.

The Role of Shareholder Feedback and Vote Results

The Company’s board of directors, Compensation Committee, and management value the opinions of the Company’s shareholders. The Company is open to receiving feedback from shareholders, and currently provides shareholders with the opportunity to cast an advisory vote to approve NEO compensation every year, or Say-on-Pay. The Compensation Committee considers any feedback it receives from shareholders, as well as the outcome of the vote, when making compensation decisions for NEOs. For the Say-on-Pay proposal at the 20202022 Annual Meeting, approximately 99%96% of the shares cast on the proposal were voted in favor of the proposal. The Compensation Committee believes that this evidences the Company’s shareholders’ support for its approach to executive compensation. The Compensation Committee will continue to consider shareholder feedback and the outcome of the Company’s Say-on-Pay votes when making future compensation decisions for its NEOs.

20202022 Financial Performance COVID-19 Response and Progress Against Strategic Initiatives

InFinancial performance highlights for 2022 include the face of the COVID-19 global pandemic, we responded quickly and not only met the unprecedented challenges presented to us and minimized the disruption to our business and protected the well-being of our employees and guests, but also, particularly in the last six months of 2020, we experienced a number of financial and operational successes. With respect to our accomplishments relative to the health and well-being of all of our employees during the COVID-19 pandemic, we provided a number of incremental COVID-19 benefits, including:following:

•        Introduced paid time offTotal revenues for employees requiredthe year increased 8.4% in 2022 to quarantine or who faced illness due$387.4 million from $357.3 million in 2021, including increasing to COVID-19;$97.6 million (9.3%) during the fiscal fourth quarter 2022;

•        Sponsored employer paid COVID-19 testing for employees;

•        Embarked on a communication plan to ensure that associates are aware of our Employee Assistance Program coverage with a focus on mental health support for employees and their families;Comparable Pollo Tropical restaurant sales increased 9.1% (11% in the fiscal fourth quarter 2022);

•        Increased all hourly base wages during the second quarterWe recognized a loss from continuing operations of 2020 when we were most impacted by the global pandemic;$(15.7) million, or $(0.62) per diluted share, in 2022 compared to a loss from continuing operations of $(8.1) million, or $(0.31) per diluted share, in 2021;

•        ProvidedConsolidated Adjusted EBITDA1, a special bonusnon-GAAP financial measure, decreased $3.2 million for our salariedthe year ended January 1, 2023 to $21.8 million compared to $25.0 million for the year ended January 2, 2022, driven primarily by higher commodity costs, labor costs, insurance costs, utilities costs, general and administrative expenses, and repair and maintenance costs, partially offset by higher restaurant managers;

•        Instituted protocols on wearing masks and gloves, conducting employee screenings and temperature checks, and using enhanced cleaning measures;

•        Implemented work from home for each of our support centers;

•        Initiated a program for providing employees with the necessary tools and resources to educate themselves about the benefits of the vaccine to enable employees to make the best decision for themselves; and

•        Provided employees with an additional two hours of paid time off for each COVID-19 vaccine shot (up to a total of 4 hours).

In addition to this response, we also achieved a number of accomplishments relative to our overall business operations and results, including:

•        Restaurant-levelsales. Consolidated Adjusted EBITDA margins,is a non-GAAP financial measure of 19.5%performance; and 12.4% in 2020 for Pollo Tropical and Taco Cabana, respectively1;

•        Consolidated Adjusted EBITDA margins,Loss from Operations of $(14.4) million, or (3.7)% of restaurant sales, in 2022 compared to a loss from operations of $(6.6) million, or (1.9)% of restaurant sales, in 2021. Restaurant-level Operating Profit1, a non-GAAP financial measure, was $59.4 million, or 15.4% of 8.1% for 2020, a moderate decrease from prior year levelsrestaurant sales, and $62.8 million, or 17.7% of restaurant sales, in 2022, and 2021, respectively.

In addition, we continued our progress of building upon our strategic initiatives designed to accelerate growth in non1-dine-in; channels and improving the guest experience across all channels, including:

•        Grew Consolidated Adjusted EBITDA, a nonContinued enhancements to our digital platform and making improvements in customization and ease of use, with particular focus on enhanced drive thru-GAAP-experience financial measure, inincluding end-to-end customer tracking, the thirdcapability to offer daypart and fourth quarterscustomer-specific promotions, integration with our app and loyalty program, greater order accuracy and faster speed of 2020 above 2019 levels1.service, and increased check averages through suggestive selling.

•        Generated cash flow from operatingAchieved significant progress on general and investing activities totalling $48.7 million, significantly above prior year levels;administrative expense reduction initiatives, most notably previously announced initiatives related to our internal financial platform and outsourcing certain internal accounting functions;

•        Completed the sale of 13 owned properties over a six-month period generating $26.8 million in cash flow;Successfully remodeled and refreshed 24 units;

•        Experienced sequential improvement in consolidated comparable restaurant sales in the thirdMeaningfully reduced annual hourly turnover; and fourth quarters of 2020;

•        Introduced new digital application platforms for both brands; and executed on enhanced field management training and education focused on leadership development.

While the Company made important progress against its stated goals including as set forth above, the inflationary impact of increased costs in running our business had a negative impact on our overall operating results. As such, the Company did not meet all of its stated targets and the Company reached a level of accomplishment which resulted in a 30.1% overall achievement of its Short-Term Incentive goals, after adjustments related to unplanned and extraordinary expense items and the impact of Hurricane Ian.

•        2022 CEO CompensationFully implemented or initiated a number of best

-in-classRichard Stockinger digital initiatives such as curbside delivery, integration of geofencing technology for customer pickup, and speed of service improvements

For 2022, Target compensation for our drive thrus enabled by technology.former CEO, Richard Stockinger, who served as our CEO until December 8, 2022, is set forth below:

2020 CEO Compensation

For 2020, our CEO’s compensation is set forth below:

Executive Compensation Components

Base Salary

The Compensation Committee reviews and considers salary increases of our NEOs on an annual basis, taking into consideration factors such as the Company’s compensation philosophy and strategy, the Company’s performance, individual executive performance and tenure, internal equity among executives, and competitive market pay levels.

As a result, the bonus payout achievement attributed to our annual incentive bonus program was scored at 0%30.1% of the target level. In 2020, while the annualHowever, in recognition of management’s performance metrics scored below threshold, the Compensation Committee determined thatin a number of important areas including restaurant associate staffing, restaurant remodels and refreshes and other accomplishments identified elsewhere in this outcome did not appropriately reflect management’s overall performance for 2020. To recognize the Company’s overall performanceProxy Statement in the context of shifting strategic priorities over the broader challenges presented bycourse of the COVID-19 global pandemic, including the Company’s ability to improve its SRS sequentially throughout the2022 fiscal year, improved Consolidated Adjusted EBITDA in the third and fourth quarters of 2020 compared 2019, particularly for the final six months of 2020, and the progress made against key strategic initiatives the Compensation Committee made the decisiondetermination to apply discretion.exercise its discretion to increase the total bonus payable to current officers to 40% of the target level.

The following annual discretionary cash incentive bonuses were paid to each of our NEOs for fiscal 20202022 performance. All awards are equal

Annual Restricted Stock Grants

The use of restricted stock creates stock ownership opportunities and retention strength. On April 29, 2020,March 16, 2022, the restricted stock grants were made to the following NEOs employed on such date: Messrs. Montgomery, Stockinger, Montgomery,Yoesting, DiPietro, and RomeoMs. Diaz and Ms. DiazLopez-Calleja were granted 84,175, 53,311, 28,676, 18,85526,330; 41,436; 5,544; 15,521; 12,611 and 25,53311,641 shares of restricted stock, respectively. The restricted stock awards granted on April 29, 2020March 16, 2022 vest 25% on each anniversary date over four years. The annual grants were calculated at 70% of each executive’s annual base salary at the time of the grant, except for Dirk Montgomery whose grant was calculated at 100% of his annual base salary, Richard Stockinger whose grant was calculated at 115% of his annual base salary and as noted above,Tyler Yoesting whose grant was valued at $50,000 pursuant to the Company’s plan for consistency and fairness,his position at the time of grant. The share price used to determine the number of shares subject to the awards was $9.02, determined according to its prior precedent of reflecting a grant date and corresponding stock price of $7.86, five business days following the release of the Company’s financial results for 2019. The following sets forth the target annual long-term grant date value (based on the closing price of the common stock on the date of grant for each NEO):2021 which was March 16, 2022.

awards were insufficient to provideFor the appropriate retention value desiredabove table, the number of shares was calculated using the grant date stock price of $9.02 on March 16, 2022, which was five business days following the release of the Company’s financial results for 2021.

The following table sets forth the threshold, target, and maximum three-year Cumulative Consolidated Adjusted EBITDA benchmarks established by the Board for management, in each case representing a total value below or only slightly above such executive’s annual salary. In keeping with the intent to retain the executive team and the importance of consistency in leadership to manage through these unprecedented times, the Compensation Committee awarded to its executive officers, includingfor the NEOs, restricted2022 awards of performance stock awards equal to one and one half times each recipient’s annual base salary valued atunits as well as the closing market pricepotential payout of shares that are determined by the Company’s common stock on November 11, 2020. Messrs. Stockinger, Montgomery, DiPietro and Romeo and Ms. Diaz were granted 92,681, 67,728, 57,034, 35,646 and 46,340 shares of restricted stock, respectively. The awards will vest in their entirety on the second anniversary of the date of grant to align with the timeline for many of the Company’s planned key strategic initiatives and, as a condition to the issuance of the awards, Mr. Montgomery, Mr. DiPietro, Ms. Diaz and Mr. Romeo were required to enter into an agreement to not compete with the Company for a period ending one year after such recipient’s termination of employment withactual Cumulative Consolidated Adjusted EBITDA achieved by the Company.

Executive Stock Ownership Guidelines

Executives of the Company are expected to acquire and continue to hold shares of the Company’s common stock having an aggregate market value which equals or exceeds a multiple of base salary as outlined below within five years of being named an executive.

The following sets forth the minimum stock ownership level for each NEO:

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(1)      Mr. Montgomery served as Senior Vice President and Chief Financial Officer of the Company until December 8, 2022 and was appointed Interim Chief Executive Officer of the Company effective December 8, 2022. Beginning in 2023 Mr. Montgomery’s required salary multiple will increase to 3x.

(2)      Mr. Stockinger served as Chief Executive Officer and President of the Company until December 8, 2022.

(3)      Mr. Yoesting was appointed Vice President, Chief Accounting Officer and Acting Chief Financial Officer effective December 8, 2022.

(4)      Ms. Lopez-Calleja served as Senior Vice President, Strategic Initiatives and Chief Experience Officer until February 15, 2023.

Only actual shares owned by each executive, including direct and indirect ownership as reported to the SEC, count toward compliance with these guidelines.

Executive Leadership

Various members of executive leadership provide information from time to time either to the Chief Executive Officer or to the Compensation Committee directly. For example, the Chief Financial Officer provides information regarding financial performance and payouts under the short-term incentive program and the Chief Legal and People Officer provides information regarding executive compensation policies and practices such as stock ownership requirements.

Independent Compensation Advisor

The Compensation Committee has the authority to retain a compensation advisor. Since 2012, the Compensation Committee has annually chosen to retain Pearl Meyer as its compensation advisor. In selecting Pearl Meyer, the Compensation Committee considered the SEC’s independence criteria and concluded that Pearl Meyer is independent per the criteria and that the work of Pearl Meyer did not raise any conflicts of interest. Pearl Meyer reports directly to the Compensation Committee and provides no other services to the Company. Pearl Meyer’s services to the Compensation Committee include providing periodic data and information regarding market pay practices and trends, as well as assisting in the development of appropriate compensation program designs and policies, and the preparation of the CD&A. The Compensation Committee has been satisfied with Pearl Meyer’s services.

Change of Control Agreements

The Stockinger Employment Agreement providesprovided for certain potential enhanced benefits upon a termination of employment following a change of control of the Company which is further described on pages 4236 and 4337 of this Proxy Statement.

During 2020,2022, the Company did not have change of control agreements with any of its other NEOs.

401(k) plan and the Deferred Compensation Plan is a non-qualified deferred compensation plan. The NEOs were not eligible to participate in a qualified 401(k) plan once they have been excluded as “highly compensated” employees (as defined under the Code). Under the Deferred Compensation Plan, eligible employees may elect to voluntarily defer portions of their base salary and annual bonus. An eligible employee may elect, with a deferral agreement, to defer all or a specified amount or percentage of base salary and, if applicable, all or a specified amount or percentage of cash bonuses. All amounts deferred by the participants earn interest at 8% per annum. The Company does not provide any matching contributions to the Deferred Compensation Plan.

Executive Perquisites

In December 2018, the Compensation Committee approved a monthly housing allowance to be paid to Mr. DiPietro in the amount of $1,500. Total housing allowance payments to Mr. DiPietro in 2020 totalled $18,692.2022 totaled $18,000. In August 2019, the Compensation Committee approved a monthly housing allowance to be paid to Mr. Montgomery in the amount of $1,500. Total housing allowance payments to Mr. Montgomery in 2020 totalled $18,692.2022 totaled $18,000.

Summary Compensation Table

The following table summarizes historical compensation awarded, paid to or earned by the NEOs for the fiscal yearyears ended January 1, 2023, January 2, 2022 and January 3, 2021, December 29, 2019 and December 30, 2018.2021.