Not independent
Tenure on this board
2.0 yrs
2 nominees · 3 ballot items.
Election of two Class II directors (Robert Lynch and Tristan Walker); ratification of Ernst & Young LLP as independent registered public accounting firm for 2026; and an advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.
Elect two Class II directors, Robert Lynch and Tristan Walker, each to serve a three-year term until 2029.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2026.
Advisory vote to approve the compensation of the Named Executive Officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and compensation tables.
This advisory (non-binding) 'say-on-pay' proposal asks stockholders to approve the compensation paid to the company's Named Executive Officers as disclosed in the proxy, encompassing base salary, short-term cash incentives, and long-term equity awards (RSUs and PSUs) tied to multi-year performance metrics. Management is seeking shareholder endorsement to confirm its compensation philosophy and practices—centered on pay-for-performance and alignment with long-term stockholder value—particularly given the Compensation Committee’s use of metrics such as Adjusted EBITDA, same-Shack sales, Restaurant-level profit margin for short-term incentives, and Total Revenue and Adjusted EBITDA for multi-year PSUs. The Compensation Committee, comprised of independent directors and advised by an independent consultant, argues that the program balances short- and long-term incentives, uses market peer data, includes stock ownership guidelines and clawback policies, and limits risky pay practices (e.g., anti-hedging). The company notes strong prior support (over 95% approval in 2025) and describes robust governance processes—independent committee oversight, consultant review, and a multi-factor peer benchmarking approach—to justify continued adoption of the program. Key context includes multi-year PSU performance periods (2025–2027), sign-on awards and employment agreements for new executives (including the CEO), and severance and restrictive covenant arrangements disclosed in the filing, which bear on retention and alignment. Management discloses pay outcomes and metrics in detail, including actual 2025 short-term incentive payouts and the structure of long-term awards, enabling investors to judge alignment between pay and performance; the company also reports a substantial CEO pay ratio reflecting compensation relative to the median employee. While advisory and non-binding, a FOR vote signals stockholder support and the Compensation Committee commits to consider the advisory vote when making future compensation decisions. Opponents could focus on the scale of equity grants, signing awards and severance protections as potential misalignments, but management’s counter is that awards are performance-contingent, market-competitive, and structured to incentivize long-term value creation. The Board recommends a FOR vote, arguing that the program’s governance, performance metrics and oversight mechanisms appropriately align executive pay with shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.7% | 4,145,945 | $367M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.4% | 2,300,225 | $204M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 1,734,685 | $153M |
| 4 | Van Berkom Associates Inc. | 4.0% | 1,698,620 | $150M |
| 5 | BALYASNY ASSET MANAGEMENT L.P. | 3.9% | 1,688,957 | $149M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 3.5% | 1,506,579 | $133M |
| 7 | STATE STREET CORP | 3.5% | 1,485,669 | $131M |
| 8 | 12 West Capital Management LP | 2.9% | 1,243,595 | $110M |
| 9 | GILDER GAGNON HOWE CO LLC | 2.7% | 1,155,577 | $102M |
| 10 | BlackRock, Inc. | 2.6% | 1,132,927 | $100M |
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