FRISCHS RESTAURANTS INC

Mr. Geeding, age 73, is currently the Chairman of the Board of the Company, Chair of the Board’s Compensation Committee, and a member of the Audit Committee. From 2001 through 2014, he was the Executive Vice President, Chief Financial Officer and Treasurer of Interact for Health (formerly known as The Health Foundation of Greater Cincinnati), which also included management of the financial, investment, IT, and human resources operations of Interact for Health and its subsidiaries. He was also the Vice President and Chief Financial Officer of InterAct for Change from 2002 until his recent retirement. He held various positions at Xavier University from 1969 to 2002, including Director of the Center for International Business (1997 to 2002), Dean, Acting Dean and Associate Dean of the College of Business Administration (1985 to 1997), Director of the Executive MBA Program (1982 to 1991), and Assistant, Associate and Professor of Management (1969 to 2002). He is currently a director of Cincinnati Eye Institute Foundation (since 2006); a director (since 2002), the Chairman of the Board, and member of the Audit Committee of the Corporation For Findlay Market; a member of the Audit Committee of the Greater Cincinnati Foundation (since 2009); a director of the Sulgrave Manor Preservation Foundation (since 2010); and a director and Chair of the Market Development Committee of Mercy Health (since 2012). Mr. Geeding is a Certified Public Accountant (since 1969) and holds a B.S. and M.B.A. in accounting and a Ph.D. in management. He is a member of The American Institute of Certified Public Accountants, the Foundation Financial Officers Group, and Financial Executives International. Based upon his significant financial and accounting training, experience, and expertise, the Board has determined that Mr. Geeding qualifies as an “audit committee financial expert” under the SEC rules, and that he provides financial and accounting expertise to the Board.

Mr. Montopoli, age 72, is Chair of the Board’s Audit Committee and a member of the Compensation Committee. He retired as a Certified Public Accountant in September 2001, and has since been a private investor and consultant. He is a Trustee Emeriti (since 2007) and Member of the Audit and Finance Committees of The University of Cincinnati Foundation. He was a Trustee of the University of Cincinnati Foundation from 1996 to 2007. Mr. Montopoli was the Managing Partner, Partner Matters of Andersen Worldwide from October 1999 to August 2001. He was the Managing Partner, Michigan Offices of Arthur Andersen LLP from March 1992 to October 1999 and Managing Partner, Cincinnati Offices of Arthur Andersen LLP from March 1988 to March 1992. He was also Chair of the Audit Committee and a member of the Finance Committee of the Health Alliance of Greater Cincinnati from November 2004 to May 2010. Mr. Montopoli has over 35 years of experience as a Certified Public Accountant in public accounting; 25 of those years as a Partner at Arthur Andersen LLP. Based upon his extensive financial, accounting and audit training, experience, and expertise, the Board has determined that Mr. Montopoli qualifies as an “audit committee financial expert” under the SEC rules, and that he provides financial and accounting expertise to the Board.

^{When making compensation decisions, the Committee compares the compensation of our executives to the compensation of similarly positioned executives at other companies in the restaurant industry to gain an understanding of the market compensation practices for these positions. We generally target for base pay to be at the 50th percentile and the total cash compensation to be targeted between the 50th and the 75th} percentiles. To assist the Committee in evaluating and determining competitive levels of compensation for the various elements of pay, Towers Watson., one of our compensation consultants, provides the Committee with a biennial report comparing each element of each executive’s compensation to that of their peers in the restaurant industry using regional/national data for restaurant chains with comparable revenue and total restaurant units. General industry data is used when position-specific pay data is not available in the restaurant industry. The source of the data is a comprehensive annual compensation survey provided by the Chain Restaurant Total Rewards Association (CRTRA), which had 94 restaurant organizations reporting compensation data in 2014. Included in this study were peers such as Buffalo Wild Wings, Inc., CEC Entertainment, Inc., Cracker Barrel Old Country Store, Inc., Denny’s, Inc., DineEquity, Inc., Eat’n Park Restaurants, Einstein Noah Restaurant Group, Inc., Famous Dave’s of America, Inc., Friendly Ice Cream Corporation, Furr’s Family Dining, Garden Fresh, Golden Corral Corporation, and Perkins & Marie Callender’s LLC.

The Frisch’s Executive Savings Plan (FESP) provides a means for HCEs who have been disqualified from participating in the Frisch’s Employee 401(k) Savings Plan, to participate in a similarly designed non-qualified plan. Under the FESP, an eligible employee may defer up to 25 percent of his or her salary, which may be invested in mutual funds or a phantom investment in Common Stock of the Company. On the first 10 percent of salary deferred, the Company makes a 15 percent matching contribution on the phantom investment in Common Stock and a 10 percent matching contribution on investments in mutual funds. All eligible FESP participants hired July 1, 2009 or after receive an enhanced match of 100 percent of the first 3 percent of their contributions to either the investment in mutual funds or the phantom investment in the Company’s Common Stock (in lieu of qualified pension benefits). Upon an employee’s retirement, the Company has the option to issue to the employee the actual shares of Common Stock allocated to that employee’s FESP account on a phantom basis or to pay to the employee the fair market value of the Common Stock in cash. A reserve of 58,492 shares of Common Stock (as adjusted for subsequent changes in capitalization from the original authorization of 50,000 shares) was established for issuance under the FESP when it was established in November 1993. Since its inception, participants have cumulatively redeemed 30,420 shares through June 2, 2015. The current reserve balance of 28,072 shares contains 13,934 shares (including 1,856 shares allocated during the fiscal year ended June 2, 2015) that have been allocated but not issued to active plan participants. A summary of the FESP Plan benefits accrued for the Named Executive Officers during the last fiscal year is as follows:

During the fiscal year ended June 2, 2015, the Company paid non-employee directors an annual retainer fee of $20,000 plus $1,600 for each Board meeting or committee meeting attended in person ($800 if attended by telephone). Each non-employee director was paid an additional annual retainer of $2,500 for each Committee they chaired and the Chairman of the Board received an additional fee of $8,500 for serving as the Chairman. Benchmarking was the basis for determining an appropriate and competitive stock based award for each non-employee director. On October 22, 2014, each non-employee director was granted a restricted stock award equivalent to $39,999 in shares of the Company’s Common Stock (1,539 shares of restricted Common Stock each) based upon the closing price of the stock that day. The restricted shares vest on the first anniversary of the date of the award, but have full voting and dividend rights prior to vesting. Vested shares must be held until Board service ends, except that enough shares may be sold to satisfy any tax obligations attributable to the award. Reasonable out-of-pocket expenses incurred for travel and attendance at Board or committee meetings are reimbursed upon request. The following table summarizes the compensation earned by or awarded to each non-employee director who served on the Board during the fiscal year ended June 2, 2015.