Shake Shack - 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.

Management Team

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 Union Square Hospitality Group, 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 Block, 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 previously served as a member of the board of directors of USHG Acquisition Corp from 2020 through 2022.

Katie Fogertey, Chief Financial Officer

Katie Fogertey has served as our Chief Financial Officer 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.

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.

Michael Kark, Chief Global Licensing Officer

Jay Livingston, Chief Marketing Officer

As Chief Marketing Officer of Shake Shack, Jay is responsible for marketing, product (culinary / menu / supply chain) and the digital experience (Shack App / shakeshack.com / kiosks / delivery). Prior to Shake Shack, Jay served as Chief Marketing Officer of BARK, makers of BarkBox. Before BARK, 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 in over thirty startups, has executive produced several feature films, and is a founding member of Unite America. Jay is from Knoxville, Tennessee and lives in New York City.

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.

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.

Ron Palmese, Chief Legal Officer

Ron Palmese is Shake Shack’s Chief Legal Officer. 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.

Board of Directors

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 Executive Chairman of Union Square Hospitality Group, which owns and operates the following restaurants: Union Square Cafe, Gramercy Tavern, Blue Smoke, The Modern, the Cafes at MOMA, Maialino, Studio Cafe, Porchlight, Marta, 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 Cafe Cookbook and authored the New York Times bestseller Setting the Table: The Transforming Power of Hospitality in Business. Mr. Meyer is currently the Chairman of the board of directors of USHG Acquisition Corp. and a member of the board of directors of Olo, as well as the not-for-profit Madison Square Park Conservancy. 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 and NYC & Co.

Key Skills and Experience: 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, 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.

Sumaiya Balbale , Director

Sumaiya Balbale has served on the Board of Directors of Shake Shack since March 2019. Ms. Balbale currently serves as the Chief Marketing Officer for Sequoia Capital, which she joined in June 2020. Ms. Balbale previously served as the Vice President of E-commerce, Mobile and Digital Marketing for Walmart US, from February 2017 until her resignation from the company in February 2019. At Walmart she led e-commerce marketing and transformed the digital media, social media, marketing analytics and marketing technology capabilities of the company. Ms. Balbale joined Walmart after the retailer purchased Jet.com in 2016. At Jet.com she served as the Vice President of Marketing from September 2014 through October 2017, where she led all consumer marketing including brand, acquisition and retention efforts. During the first year of the acquisition, Ms. Balbale continued to operate in a dual capacity for both Jet.com and Walmart. From 2010 through 2014, Ms. Balbale worked for Quidsi, a collection of specialty e-commerce verticals that was acquired by Amazon during her tenure. Ms. Balbale graduated with a B.A. degree in History from Brown University in 2002, and received her MBA from Harvard Business School in 2009. In 2018, Ms. Balbale was named to Fortune’s 40 under 40 list.

Key Skills and Experience: Ms. Balbale brings to her service on our Board of Directors particular knowledge and experience in e-commerce, mobile and digital marketing as well as digital and social media brand management.

Lori George Billingsley, Director

Lori George Billingsley joined the Board of Directors of Shake Shack in October 2022 and 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. Ms. Billingsley received her Bachelor of Arts in public relations from Howard University and her Master of Arts in public communications at American University. In 2019, Ms. Billingsley completed a 13-month Executive Leadership Experience Program at Harvard Business School and in 2021, Ms. Billingsley completed Stanford University Graduate School of Business Directors’ Consortium. Ms. Billingsley currently serves on the board of directors of Pioneer Natural Resources (NYSE: PXD), NAACP Foundation and Arete Executive Women of Influence. She is a founding member of TCCC’s Equity Accountability Councils, and a member of the National Association of Corporate Director’s Center for Inclusive Governance Advisory Council, Howard University’s School of Communications Board of Visitors, Executive Leadership Council, OnBoard, International Women’s Forum, Extraordinary Women on Boards, Leadership Atlanta, Black Women on Boards, Public Relations Society of American and The Links, Inc.

Key Skills and Experience: Ms. Billingsley brings to her service on our Board of Directors experience in leadership, growth and strategic planning in complex organizations and in developing and implementing breakthrough programs, including DEI programs, that meet organizational goals.

Chuck Chapman, Director

Chuck Chapman joined the Board of Directors of Shake Shack in July 2023. Mr. Chapman was a senior executive at Panera Bread, where he served in several leadership positions, including as (i) Chief Operating Officer, where he was responsible for Franchise Operations, Learning & Development, Retail Human Resources, Operations Tools and Services, and the Bakery Function; (ii) Chief International and Supply Chain Officer; and (iii) Executive Vice President of Development, Information Technology, and Non-Traditional Growth. Before joining Panera, Chapman also held several leadership positions at International Dairy Queen, including as Chief Operating Officer, Chief Development Officer, and Chief Concept Officer. Prior to Dairy Queen, Chapman was Chief Operating Officer of Bruegger’s Bagels, and, prior to that, the President and Co-owner of Beantown Bagels, a Bruegger’s Bagels franchisee. Early on, Chapman held various marketing, finance, and operations roles at Darden Restaurants. Chapman began his career as an associate consultant and consultant at Bain & Company. Chapman is currently the Chief Executive Officer of Tatte Bakery & Café and a Partner in Act III Holdings, LLC, which invests in emerging niches in restaurants and entertainment.

Key Skills and Experience: Mr. Chapman is a seasoned restaurant executive with a strong strategic and operational track record in the industry, with a background in operations, supply chain, development, and marketing. He also brings to the table both public and private board experience, having served on the board of Cava from 2021 through its IPO in June 2023 and Panera Bread from January 2008 through November 2011. He currently sits on the board of Taymax, a large Planet Fitness franchisee owned by Trilantic Capital Partners.

Anna Fieler , Director

Anna Fieler has served as a member of the Board of Directors of Shake Shack since December 2017. Ms. Fieler has served as a member of the board of directors of QuinStreet (NASDAQ: QNST) since July 2020, where she serves as a member of the audit committee. Ms. Fieler has also served on the board of J.Crew Group since January 2021 where she serves as a member of the audit committee and the technology investment task force. Ms. Fieler’s additional governance expertise includes having earned the CERT Certificate in Cybersecurity Oversight for public company board directors. Ms. Fieler is currently Founder & Partner of Madison Park Ventures, an investment and advisory firm she founded in 2019, focusing on seed to Series B technology companies that advance well-being, connection and productivity. Ms. Fieler served as Chief Marketing Officer of PopSugar Inc., a leading digital lifestyle media company, from 2014 to 2018. Prior to PopSugar, Ms. Fieler served as the Chief Marketing Officer of Stella & Dot LLC, an online social selling company, from 2011 to 2012. From 2009 to 2011, Ms. Fieler served as Vice President of Marketing at Shutterfly, Inc., the leading e-commerce company for personalized products and custom design, where she led the brand strategy for the company’s portfolio of brands and served as the head of marketing for Tiny Prints, Inc., a subsidiary she helped grow and scale prior to its acquisition by Shutterfly, Inc. Ms. Fieler also served in various leadership roles at eBay Inc. from 2001 to 2007. Ms. Fieler began her career in traditional advertising at Ogilvy & Mather. Ms. Fieler received an MBA from Harvard Business School in 2000 and graduated magna cum laude from Brown University in 1995. She serves on the Board of Directors of the San Francisco Opera Board.

Key Skills and Experience: Ms. Fieler brings to her service on our Board of Directors public company board experience, executive experience, cybersecurity oversight experience, and in-depth knowledge regarding brand strategy, digital marketing and digital customer experience.

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 Union Square Hospitality Group”s (“USHG”) 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 the Chairman of the Board of Tender Green, and a board member of Pennant Park Investment Corporation, Pennant Park Floating Rate Capital Limited, and Momentous. 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.

Key Skills and Experience: 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 as well as risks facing public companies.

Randy Garutti , Chief Executive Officer & Director

Key Skills and Experience: 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 industry.

Jeffrey Lawrence, Director

Jeffrey Lawrence has served on the Board of Directors of Shake Shack since May 2023. Mr. Lawrence is currently the Chief Financial Officer of ShiftKey, a technology-enabled marketplace connecting licensed professionals to the future of work, a position he has held since September 2022. Mr. Lawrence previously served as Chief Financial Officer of FIGS, Inc., where he led its successful initial public offering and partnered to grow significant shareholder value during his tenure, from December 2020 until his resignation from the company in December 2021. Mr. Lawrence previously spent more than 20 years at Domino’s Pizza, Inc., the leader in the global pizza industry, including five years as Executive Vice President & Chief Financial Officer. Mr. Lawrence was instrumental in Domino’s successful initial public offering, then the largest restaurant IPO ever, as well as the ground-breaking turnaround of the brand including the technological transformation, global expansion and dramatic increase in store level profitability, all of which led to best-in-class shareholder returns for more than a decade. Mr. Lawrence previously served on the Board of Directors of Domino’s master franchisee in China. Mr. Lawrence began his career in public accounting and is a certified public accountant (registered status) in the State of Michigan. Mr. Lawrence holds an MBA with High Distinction from the Ross School of Business at the University of Michigan as well as a BBA (summa cum laude) from Wayne State University.

Key Skills and Experience: Mr. Lawrence has more than 25 years of experience with particular expertise in the consumer retail and restaurant industries globally as well as in digital and technological transformation.

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.

Key Skills and Experience: Ms. Lyons brings to her service on our Board of Directors deep knowledge and experience in leadership of and branding in complex organizations and retail businesses as well as a deep understanding of the consumer markets.

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: Code Nation, 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.

Key Skills and Experience: Mr. Silverman brings to his service on our Board of Directors particular knowledge and experience in strategic planning and leadership of complex organizations, including risk and financial management. He also brings meaningful experience in cybersecurity and sustainability.

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 following companies or their parent holding companies: Advantage Solutions, Jetro Cash & Carry, The Container Store, Union Square Hospitality Group, Jo-Ann Stores and Mariner Wealth Advisors. 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.

Key Skills and Experience: Mr. Sokoloff brings to his service on our Board of Directors particular knowledge and experience in finance and capital market transactions, as well as his broad-based experience in the leadership of retail businesses and the board practices of other major corporations.

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 is currently a member of the board of directors of Bonci USA. Mr. Vivian previously served as a director of Cheddar’s from December 2011 until April 2017 and 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.

Key Skills and Experience: Mr. Vivian brings to his service on our Board of Directors a breadth of financial and operational leadership experience in the hospitality industry, including global licensing. Mr. Vivian also brings experience in board practices of other major corporations.

Tristan Walker, Director

Tristan Walker has served on the Board of Directors of Shake Shack since June 2020. Mr. Walker is the Founder and Chief Executive Officer of Walker & Company Brands, which Mr. Walker founded in 2013 and which merged with Procter & Gamble in December 2018. Prior to founding Walker & Company Brands, Mr. Walker was an Entrepreneur-in-Residence at Andreessen Horowitz from 2012 to 2013. From 2009 to 2012, Mr. Walker served as the Director of Business Development for Foursquare, where he oversaw strategic partnerships and monetization. In this role, Mr. Walker managed integrations with large brands and media companies including American Express, The New York Times, CNN, MTV, Starwood Hotels & Resorts, and Starbucks. In 2019, Mr. Walker was named one of Fortune Magazine’s 50 “World’s Greatest Leaders.” Mr. Walker 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,” and Black Enterprise’s “40 Next.” Mr. Walker is a member of the board of directors of Footlocker, Inc. and the Founder of CODE2040, a program that matches high performing Black and Latino undergraduate and graduate coders and software engineering students with Silicon Valley start-ups for summer internships. Mr. Walker holds a bachelor’s degree in economics from Stony Brook University, where he graduated as valedictorian in 2005, and obtained an MBA from the Stanford University Graduate School of Business in 2010.

Key Skills and Experience: Mr. Walker brings to his service on our Board of Directors a broad-based experience and deep knowledge of strategic planning in complex organizations as well as detailed understanding of brand and marketing strategies.

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.

Corporate Governance