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Corporate Governance

Stand For Something Good

Our vision is to Stand For Something Good® in all aspects of our business. We are committed to the ethical operation of our day-to-day business and to maintaining our principles as we continue to grow. These principles form the foundation of our approach to corporate governance and apply to our team members, our guests, our suppliers, our investors and the communities in which we operate. Learn more about our corporate governance guidelines, management team, board of directors, as well as our policies on compliance and ethics.

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Management Team

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Randy Garutti, Chief Executive Officer & Director

Randy Garutti has served as Shake Shack’s Chief Executive Officer and on the board of directors since April 2012. Prior to becoming Chief Executive Officer, Mr. Garutti served as our Chief Operating Officer since January 2010. Prior to leading Shake Shack, Mr. Garutti was the Director of Operations, overseeing the operations for all restaurants in the Union Square Hospitality Group (USHG). Mr. Garutti has worked with USHG and Danny Meyer for 15 years. In addition, Mr. Garutti served as General Manager of Union Square Cafe and Tabla, both of which won numerous accolades in the hospitality industry. Mr. Garutti graduated from Cornell University’s School of Hotel Administration in 1997. Mr. Garutti was selected to our board of directors because of his leadership role in our development and growth and because he possesses particular knowledge and experience in strategic planning and leadership in the hospitality business.
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Katie Fogertey, Chief Financial Officer

Katie Fogertey has served as our Chief of Finance since June 2021. Prior to joining Shake Shack, Mrs. Fogertey spent the last 16 years at Goldman Sachs, where she recently served as Vice President & Lead Equity Analyst for the Restaurant sector. In this position, she had a heavy focus on the impact of technology on restaurant profitability and market share. She additionally developed deep relationships and unique insights into the largest peers in our industry. Prior to covering the Restaurant sector, Mrs. Fogertey was a Vice President, Lead Derivative Strategist overseeing single stock options in the US and Latin America as well as global ETFs and market structure. During her tenure at Goldman Sachs, she pioneered numerous proprietary investments, primarily in Consumer and Technology sectors. Mrs. Fogertey has a BSBA in Accounting, Finance and International Business from Washington University in St. Louis, Olin School of Business and since 2022, has served as a Member of the Society of Fellows for the Culinary Institute of America.
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Zachary Koff, Chief Operating Officer

Zach Koff has served as our Chief Operating Officer since January 2017. Prior to becoming Chief Operating Officer, Mr. Koff served as Senior Vice President, Operations since March 2015, Vice President, Operations since April 2012, and Director of Operations since February 2010. Prior to joining Shake Shack, Mr. Koff spent 8 years working in operations for Bravo Brio Restaurant Group. Mr. Koff graduated from Cornell University’s School of Hotel Administration in 2002 with a Bachelor’s Degree in Hospitality Administration and a concentration is law.
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Ron Palmese, Senior Vice President
General Counsel

Ron Palmese is Shake Shack’s Senior Vice President & General Counsel. Mr. Palmese oversees and manages all legal, government, and regulatory affairs for Shake Shack, including with respect to corporate transactions, compliance, corporate governance, employment, intellectual property, licensing/franchising, liquor, litigation, real estate, and securities matters.

In his role, Mr. Palmese also oversees and manages the company's Enterprise Risk Management, ESG, and Insurance programs, as well as the Internal Audit department. Mr. Palmese also is a member of the Executive Team. 

In January 2011, Mr. Palmese became the General Counsel for Union Square Hospitality Group and its operating companies (including Shake Shack), where he served until Shake Shack IPO’d in January 2015. 

Prior to USHG, Mr. Palmese spent almost eight years as a corporate associate at the law firm Proskauer Rose.

Mr. Palmese received his undergraduate degree from Georgetown University’s McDonough School of Business, where he graduated cum laude with degrees in International Business and Finance and was Student Body President. Mr. Palmese received his juris doctor from St. John’s University School of Law, where he was Editor-in-Chief of the St. John’s Law Review.
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Jay Livingston, Chief Marketing Officer

Jay Livingston serves as Chief Marketing Officer, effective January 17, 2019. He will be responsible for leading strategic and innovative marketing at Shake Shack. Jay previously served as Chief Marketing Officer of BARK, makers of BarkBox, from July of 2017. Prior to that, Jay was Senior Vice President of Global Marketing at Bank of America where he held senior marketing roles across the corporation during his twenty year career. Jay is also an active angel investor and advisor in NYC, and is a founding member of Unite America.
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Dave Harris, Chief Information Officer

Dave Harris has served as our Chief Information Officer since February 2019 and is responsible for overseeing all aspects of technology at Shake Shack. Dave comes with a breadth of experience across digital innovation and technology-enabled growth in large multi-unit environments. Prior to joining Shake Shack, Dave served as Vice President of Digital Technology at Newell Brands, a publicly traded consumer goods company, where he had global responsibility for the eCommerce and Digital Marketing technology across their diverse portfolio of brands including Sharpie, Elmers, Contigo, Graco, Calphalon, Coleman, Marmot, Rubbermaid and Yankee Candle. He has led the delivery of multiple tech transformation initiatives ranging from creating new commerce websites, optimizing checkout to increase conversion, developing new analytics capabilities, and building a cohesive data-centric view of consumers across Newell's brands. Before Newell, Dave was CIO at Yankee Candle where he was responsible for leading the global IT function. There, he led the development of their omnichannel strategy which included deployment of a new POS across 600+ retail stores as well as the implementation of the web, mobile and kiosk technology. Prior to joining Yankee Candle, Dave held various technology leadership roles at Legends, jetBlue Airways, Avis Rent A Car and Virgin Atlantic Airways, where he developed and led teams responsible for consumer websites, reservations and POS systems, loyalty programs, information security, infrastructure, operations and compliance.
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Andrew McCaughan, Chief Development Officer

Andrew McCaughan has served as Shake Shack’s Chief Development Officer since February of 2019. Prior to that he served as Vice President of Development at Shake Shack among other roles. He is responsible for the overall growth of the company, leading the real estate strategy, design, construction and facilities functions. Since joining the company in 2010 with just three Shacks, McCaughan has developed and led a best in class development team, secured iconic real estate across the country, and guided the restaurant’s design vision to constantly enhance the guest experience. Prior to joining Shake Shack, Mr. McCaughan worked in multiple facets for renowned Chef and Restaurateur Rick Bayless. It was under Bayless that McCaughan cultivated his passion for the restaurant business, from fine dining to street food.
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Diane Neville, Chief People Officer

Diane brings over twenty years of human resources experience scaling teams to build foundational practices to enhance corporate brands. Most recently, she served as the Chief People Officer for The Piada Group, LLC. Prior to that, Diane was employed as the Director of Human Resources, Compliance and Employee Relations for P.F. Chang’s China Bistro Inc. and Pei Wei Asian Diner. In her position, she was responsible for working with the management team in creating and implementing training and development, recruitment strategies, employee relations and engagement, as well as compliance initiatives. Prior to P.F. Chang’s, she held various human resources leadership roles at Grimaldi's Coal Brick Oven Pizzeria, Inc., McKesson Corporation, Fender Musical Instruments and AON Hewitt. Throughout her career Diane has been responsible for leading the creation and implementation of training, development, and recruitment strategies, employee relations and engagement, performance management, HR compliance initiatives and compensation.

Diane has a B.S in Business Administration from Providence College, in Rhode Island. She is also a Certified Professional in Human Resources (PHR) and holds a Human Resource Certificate from the Corporate Executive Council.
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Michael Kark, Chief Global Licensing Officer

Board of Directors

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Danny Meyer, Founder & Chairman of the Board

Daniel Meyer has served as the Chairman of the Board of Directors of Shake Shack since January 2010. Mr. Meyer is the founder and Chief Executive Chairman of Union Square Hospitality Group (“USHG”), which owns and operates the following restaurants: Union Square Café, Gramercy Tavern, Blue Smoke, , The Modern, the Cafes at MOMA, Maialino, Untitled, Studio Café, North End Grill, Porchlight, Marta, Fritti, Daily Provisions, Ci Siamo and Manhatta; and an event services business, Union Square Events. The restaurants have earned 28 James Beard Awards among them. Mr. Meyer co-authored the best-selling Union Square Café Cookbook and authored the New York Times bestseller Setting the Table: The Transforming Power of Hospitality in Business. Mr. Meyer is currently a member of the board of directors of Olo as well as the following not-for-profit organizations: Madison Square Park Conservancy and the Irving Harris Foundation. Mr. Meyer previously served as a member of the board of directors of The Container Store from 2013 to 2017, Sotheby’s from 2011 to 2015 and OpenTable from 2000 through 2014, as well as the following not-for-profit organizations: City Harvest, New Yorkers for Parks, Union Square Partnership, Share Our Strength and NYC & Co. Mr. Meyer brings to his service on our Board of Directors a deep understanding of our business derived from his leadership role in our founding and our subsequent growth, and his long career in hospitality, and a particular knowledge and experience in strategic planning and leadership of complex organizations, hospitality businesses and board practices of other major corporations.

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Randy Garutti , Chief Executive Officer & Director

Randy Garutti has served as Shake Shack’s Chief Executive Officer and on the Board of Directors since April 2012. Prior to becoming Chief Executive Officer, Mr. Garutti served as Chief Operating Officer of SSE Holdings since January 2010. Prior to leading Shake Shack, Mr. Garutti was the Director of Operations for USHG, of which Mr. Meyer is the Chief Executive Officer and Chairman, overseeing the operations for all its restaurants. In addition, Mr. Garutti served as General Manager of Union Square Cafe and Tabla, both of which won numerous accolades in the hospitality industry. Mr. Garutti graduated from Cornell University’s School of Hotel Administration in 1997. Mr. Garutti currently serves on the board of directors of Square, Inc. Mr. Garutti also is a member of the board of directors of the Columbus Avenue Business Improvement District, a not-for-profit organization. Mr. Garutti brings to his service on our Board of Directors his experience in the leadership, development and growth of our business, and his particular knowledge and broad experience in the hospitality business.
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Jeff Flug, Director

Jeff Flug has served on the Board of Directors of Shake Shack since January 2010. Mr. Flug has over 25 years of leadership and management experience primarily in the financial industry, as well as in the non-profit sector. After graduating from the University of Massachusetts/Amherst in 1984, with a B.B.A. in Accounting, summa cum laude, Mr. Flug began his career as an accountant at PricewaterhouseCoopers where he attained his C.P.A. in 1986. Mr. Flug attended Columbia Business School, where he received his M.B.A. in Finance in 1988. In 1988, Mr. Flug joined Goldman, Sachs & Co., and ultimately served as a Managing Director and Head of Fixed Income Financial Futures and Options Sales. In 2000, Mr. Flug became the Head of North America Fixed Income Institutional Sales for JPMorgan Chase & Co. In 2006, Mr. Flug served as CEO and Executive Director for Millennium Promise, a not-for-profit organization whose mission is to end extreme poverty and malaria in Africa. Mr. Flug served as USHG’s Chief Financial Officer and Chief Operating Officer from December 2009 until January 2011, and as USHG’s President from January 2011 until his retirement from the company in June 2015. Mr. Flug currently serves as a board member of Pennant Park Investment Corporation and Pennant Park Floating Rate Capital Limited. Mr. Flug previously served as a member of the board of directors of USHG from 2009 until his retirement from the company in June 2015 and Sears Hometown & Outlet Stores and the Mountain School of Milton Academy, both from 2012 until 2015. Mr. Flug brings to his service on our Board of Directors a broad base of financial experience and particular knowledge and experience in strategic planning and leadership of complex organizations.
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Jenna Lyons, Director

Jenna Lyons has served on the Board of Directors of Shake Shack since December 2014. Ms. Lyons served as the President, Executive Creative Director of J.Crew Group, Inc. from July 2010 until her resignation from the company in April 2017, and before that served as Executive Creative Director since April 2010. Prior to that, she was Creative Director since 2007 and, before that, was Senior Vice President of Women’s Design since 2005. Ms. Lyons joined J.Crew Group, Inc. in 1990 as an Assistant Designer and has held a variety of positions within J.Crew Group, Inc., including Designer from 1994 to 1995, Design Director from 1996 to 1998, Senior Design Director in 1999, and Vice President of Women’s Design from 1999 to 2005. Ms. Lyons is currently a member of the board of directors of the Council of Fashion Designers of America, a not-for-profit organization. Ms. Lyons brings to her service on our Board of Directors deep knowledge and experience in leadership of complex organizations and retail businesses.
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Josh Silverman, Director

Joshua Silverman has served on the Board of Directors of Shake Shack since November 2016. Mr. Silverman currently serves as CEO of Etsy, Inc., a position he has held since May 2017. Mr. Silverman served as Executive in Residence for Greylock Partners, a venture capital firm, from October 2015 to April 2017. He previously held this position from October 2010 through June 2011. From June 2011 to December 2015, Mr. Silverman served as President of Consumer Products and Services at American Express. Prior to joining American Express, Mr. Silverman served as CEO of Skype from February 2008 until September 2010. From July 2006 until March 2008, Mr. Silverman served as CEO of Shopping.com, an eBay company, and, from December 2003 until June 2006, Mr. Silverman served as Managing Director of Markplaats.nl & eBay NL, a Dutch subsidiary of eBay. Mr. Silverman is the co-founder of Evite, Inc., and served as its CEO from December 1998 until its sale in May 2001. Mr. Silverman received his B.A. in Public Policy from Brown University in 1991 and his M.B.A. from Stanford University Graduate School of Business in 1997. Mr. Silverman currently serves on the board of directors of Etsy Inc., as well as the following not-for-profit organizations: ScriptEd.org, which equips students in under-resourced schools with both fundamental coding skills and professional experiences, and Clubbed Thumb Theater. He also served on the Consumer Advisory Board of the Consumer Financial Protection Bureau from 2012 to 2015. Mr. Silverman was selected to our Board of Directors because he possesses particular knowledge and experience in strategic planning and leadership of complex organizations.
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Jonathan D. Sokoloff , Director

Jonathan D. Sokoloff has served on the Board of Directors of Shake Shack since December 2012. Mr. Sokoloff is currently a Managing Partner with LGP, which he joined in 1990. Before joining LGP, he was a Managing Director in Investment Banking at Drexel Burnham Lambert since 1985. Mr. Sokoloff serves as a member of the board of directors of the parent holding companies of Advantage Solutions and Jetro Cash & Carry and serves as a member of the board of directors of The Container Store, USHG, J.Crew, Jo-Ann Stores, Signet Jewelers Limited and Top Shop/Top Man Limited. He is a trustee of his alma mater, Williams College, as well as a trustee of the Los Angeles County Museum of Art and a director of the Melanoma Research Alliance. Mr. Sokoloff brings to his service on our Board of Directors particular knowledge and experience in finance, and his broad-based experience in the leadership of retail businesses and the board practices of other major corporations.
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Robert Vivian , Lead Director

Robert Vivian has served on the Board of Directors of Shake Shack since June 2010. Mr. Vivian served as the Co-Chief Executive Officer of P.F. Chang’s China Bistro from January 2009 until his retirement from the company in December 2011. Prior to that time, he served as P.F. Chang’s President from December 2000 through January 2009 and as its Chief Financial Officer from 1996 through December 2000. Mr. Vivian previously served as a director of P.F. Chang’s China Bistro from January 2009 through April 2011. Before joining P.F. Chang’s, Mr. Vivian served in a variety of positions with Brinker International, Inc. Mr. Vivian brings to his service on our Board of Directors a breadth of financial and operational leadership experience in the hospitality business and board practices of other major corporations.
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Tristan Walker, Director

Tristan Walker is the Founder & CEO of Walker & Company Brands.

Prior to his founding Walker & Company (merged with Procter & Gamble, December 2018) he was an Entrepreneur-in-Residence at Andreessen Horowitz. Prior to his time at Andreessen Horowitz, he was the Director of Business Development for foursquare, where he oversaw strategic partnerships and monetization. In this role, Tristan managed integrations with large brands and media entities including American Express, The New York Times, CNN, MTV, Starwood Hotels & Resorts, and Starbucks. In 2019, he was named one of Fortune Magazine’s 50 “World’s Greatest Leaders.” He has also been named a USA Today Person of the Year, TIME 100 Next, Ebony Magazine's 100 Most Powerful People, Vanity Fair's "Next Establishment," Fortune Magazine's “40 Under 40,” AdAge “Creative 50." He is a member of the Board of Directors of Footlocker, Inc. and the Founder of CODE2040, a not-for-profit that is activating, connecting, and mobilizing the largest racial equity community in tech to dismantle the structural barriers that prevent the full participation and leadership of Black and Latinx technologists in the innovation economy. Tristan holds a bachelor's degree in economics from Stony Brook University, where he graduated as valedictorian, and a MBA from the Stanford University Graduate School of Business.

He currently lives with his wife, Amoy, and two sons, Avery and August, in Atlanta, Georgia.
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Anna Fieler , Director

Anna Fieler has served on the Board of Directors of Shake Shack since December 2017. Ms. Fieler has over 20 years of marketing leadership experience with particular expertise in leading organizations through disruptive technology transformations. Ms. Fieler served as the Chief Marketing Officer of POPSUGAR Inc, a leading digital lifestyle media company, from June 2014 until her resignation from the company in March 2018. She previously served as Chief Marketing Officer for ItsOn, developing and launching a consumer mobile interface on its cloud-based platform, from November 2013 to January 2014. Ms. Fieler’s other marketing leadership experiences include serving as Chief Marketing Officer at Stella & Dot, a global fashion and accessories company, from September 2011 to June 2012, and VP and Head of Marketing at Tiny Prints, which was acquired by Shutterfly Inc in March of 2011, from March 2009 to September 2011. She has also served various general management and marketing leadership roles at eBay from 2001-2007. Ms. Fieler began her career in traditional advertising at Ogilvy & Mather in 1995. Ms. Fieler graduated magna cum laude with a B.A. degree in Psychology from Brown University in 1995, and received her M.B.A. from Harvard Business School in 2000. Ms. Fieler currently serves on the board of Girls Leadership, a non-profit organization. Ms. Fieler brings to her service on the Board of Directors deep knowledge in digital marketing and experience in innovation.
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Sumaiya Balbale , Director

Sumaiya Balbale has served on the Board of Directors of Shake Shack since February 2019. Sumaiya was the Vice President of E-commerce, Mobile and Digital Marketing for Walmart US from January 2017 to February 2019. In her role she helped deliver two consecutive years of significant double digit growth for the e-commerce business while also leading and transforming the digital media, social media, marketing analytics and marketing technology capabilities of the organization. Sumaiya joined Walmart after the retailer purchased Jet.com in September 2016. An early member of the Jet team, she led all consumer marketing for the startup including brand, acquisiation and retention efforts. In addition to growing the Jet business to a $1B run rate in the first 12 months, she also created award-winning advertising for the brand which won the Cannes Media Grand Prix in 2017. Sumaiya served as VP of Marketing at Jet from September 2014 through October 2017. Prior to Jet, Sumaiya held leadership roles at multiple Amazon e-commerce verticals including Diapers.com, Casa.com and Soap.com. Before venturing into eCommerce, Sumaiya spent time as a brand strategist in advertising, working at FCB and Deutsch for clients such as IKEA, Novartis, and SC Johnson. Sumaiya is a graduate of Harvard Business School and Brown University. She was named one of Fortune’s 40 under 40 in 2018.
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Lori George Billingsley, Director

Ms. Billingsley is the former Global Chief Diversity, Equity and Inclusion (DEI) Officer for The Coca-Cola Company (TCCC), a role in which she served from October 2018 until March 2022. In that role, Ms. Billingsley led TCCC’s DEI Center of Excellence, directed to enable a more engaged global workforce, mirror the markets served, and support a more inclusive culture to best position the employees of TCCC to drive growth. Prior to this role, Ms. Billingsley served as the Vice President of Community and Stakeholder Relations for TCCC’s North America Operating Unit from January 2018 through September 2018. Since 2002 when she joined TCCC, Ms. Billingsley served in a number of roles at TCCC relating to public affairs, global issues communications, shareowner affairs, community and stakeholder relations, social impact and diversity, equity and inclusion with increasing responsibility. Prior to joining TCCC, Ms. Billingsley led her own public relations consultancy, LG Communications; was a vice president at Porter/Novelli, a leading public relations firm where she founded their Multicultural Communications and Alliance Building practices; and a senior public affairs specialist for the District of Columbia Government’s Office of Human Rights and Minority Business.

Responsibilities of the Lead Director

The Board has created the position of presiding director (“Lead Director”) to serve as the lead non-management director of the Board. whom the Nominating and Corporate Governance Committee will recommend to the Board for its approval. The Lead Director will serve in such capacity on an annual basis consistent with the Board’s service year. The Lead Director will not receive any additional compensation for such position, although consideration for same may be discussed.

The Lead Director has the power and authority to do the following:

  • to preside at all meetings of non-management directors when they meet in executive session without management participation;
  • to set agendas, priorities and procedures for meetings of non-management directors meeting in executive session without management participation
  • to report to the Board and senior management concerning those matters discussed in executive session without management participation that require further attention or for which decisions have been made;
  • to generally assist the Chairman of the Board and to serve as liaison between the Chairman and non-management directors;
  • to add agenda items to the established agenda for meetings of the Board;
  • to request access to the Company’s management, employees and its independent advisers for purposes of discharging his or her duties and responsibilities as a director; and
  • to retain independent outside financial, legal or other advisors at any time, at the expense of the Company, on behalf of the Board or any committee or subcommittee of the Board.

Communications by Stockholders and Other Interested Parties with the Board

Stockholders and other interested parties may contact an individual director, the Presiding Director, the Board as a group, or a specified Board committee or group, including the non-management directors as a group, by sending regular mail to the following address:

Board of Directors
Shake Shack Inc.
225 Varick Street, Suite 301
New York, NY 10014
Attention: General Counsel

Each communication should specify the applicable addressee or addressees to be contacted, as well as the general topic of the communication. The company initially will receive and process communications before forwarding them to the addressee. The company also may refer communications to other departments at the company. The company generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the company.

Committee Composition