DEF 14A of Shake Shack Inc., Apr 23, 2020

DEF 14A of Shake Shack Inc.

Filed Apr 23, 2020 · FY20190001104659-20-050308

Open on EDGAR

  1. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    PROPOSAL NO. 1 - ELECTION OF DIRECTORS The Company’s Board of Directors is presently comprised of nine members who are divided into three classes designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve a three-year term. Class I directors consist of; Anna Fieler, Jeff Flug and Daniel Meyer; Class II directors consist of Randy Garutti, Joshua Silverman and Jonathan D. Sokoloff; and Class III directors consist of Sumaiya Balbale, Jenna Lyons and Robert Vivian. Class II directors standing for re-election at the Annual Meeting are Randy Garutti, Joshua Silverman and Jonathan D. Sokoloff. Class III directors will stand for re-election at the 2021 annual meeting of stockholders and Class I directors will stand for re-election at the 2022 annual meeting of stockholders. Each of the nominees for election to Class II is currently a director of the Company. If elected at the Annual Meeting, each of the nominees would serve for three years and until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. If any of the nominees is unable to serve or for good cause will not serve (a contingency which the Board does not expect to occur), the proxies will be voted for a substitute nominee chosen by the present Board. In such situation and in any other situation in which a nominee will not serve, the present Board may also (i) reduce the size of the Board or (ii) maintain the size of the Board and the stockholders may vote for a substitute nominee chosen by the present Board to fill the vacancy or vote for just the remaining nominee or nominees, leaving a vacancy or vacancies that may be filled at a later date by the Board. The names of the nominees for election as Class II directors at the Annual Meeting and of the incumbent Class I and Class III directors, and certain information about them, including their ages as of the Record Date, are included below.

  2. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    | Director Nominees | Class | Age | Position | Year Elected to Current Term | Current Term Expiration | Expiration of Term for which Nominated | | Randy Garutti | II | 45 | Chief Executive Officer and Director | 2017 | 2020 | 2023 | | Joshua Silverman(1) | II | 51 | Director | 2017 | 2020 | 2023 | | Jonathan D. Sokoloff(2) | II | 62 | Director | 2017 | 2020 | 2023 | | Continuing Directors | | | | | | | | Daniel Meyer(3) | I | 62 | Chairman of the Board of Directors | 2016 | 2022 | - | | Anna Fieler(2) | I | 48 | Director | 2017 | 2022 | - | | Jeff Flug(4) | I | 57 | Director | 2016 | 2022 | - | | Sumaiya Balbale(5) | III | 39 | Director | 2019 | 2021 | - | | Jenna Lyons(6) | III | 51 | Director | 2015 | 2021 | - | | Robert Vivian(7) | III | 61 | Director | 2015 | 2021 | - |

  3. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    (1) Member of the Nominating and Corporate Governance Committee and the Audit Committee. (2) Member of the Compensation Committee. (3) Chairman of the Board. (4) Chairperson of the Nominating and Corporate Governance Committee and member of the Audit Committee. (5) Member of the Compensation Committee and the Audit Committee. (6) Member of the Nominating and Corporate Governance Committee and the Compensation Committee. Chairperson of the Audit Committee and the Compensation Committee.

  4. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors 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. 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. 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, USHG, J.Crew, Jo-Ann Stores and Signet Jewelers 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.

  5. Continuing Directors

    Continuing Directors 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 Officer of Union Square Hospitality Group (“USHG”), which owns and operates the following restaurants: Blue Smoke, Cafe Marchio, Daily Provisions, Gramercy Tavern, The Restaurant at Intersect by Lexus, NYC, Jazz Standard, Maialino, Manhatta, Marta, The Modern, the Cafes at MOMA, Porchlight, Studio Cafe, Tacocina, Union Square Cafe, Untitled, and Vini E Fritti; 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 a member of the board of directors of Olo, Salt & Straw, and Tender Greens as well as the following not-for-profit organizations: Share Our Strength, Madison Square Park Conservancy and Trinity College. 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. 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. 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. 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 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. 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 Sumaiya Balbale has served on the Board of Directors of Shake Shack since March 2019. Ms. Balbale 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 of 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 M.B.A. from Harvard Business School in 2009. In 2018, Ms. Balbale was named to Fortune’s 40 under 40 list. Ms. Balbale was selected to our Board of Directors because she possesses particular knowledge and experience in e-commerce, mobile and digital marketing. 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.

  6. Continuing Directors

    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 Tender Greens and 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. 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 corporation.

  7. Continuing Directors

    | The Board of Directors recommends a vote FOR the election of each of the nominated directors. |

  8. Director Compensation

    Director Compensation Our non-employee director compensation policy, as amended, awards each non-employee director with a combination of cash (50%) and restricted stock units (50%) in consideration for his or her service on our Board of Directors as described below: (A) cash compensation equal to (1) $25,000 for each director affiliated with or who had any employment or service relationship with any significant stockholder or affiliate thereof (with a “significant stockholder” being any “person” or related “group” of “persons” (as used in Sections 13(d) of the Exchange Act) that, as of such date, held 10% or more of the total combined voting power of all classes of common stock of Shake Shack), payable in four equal installments following such non-employee director’s attendance at each of the Company’s quarterly Board meetings; (2) $37,500 for each non-affiliate director, payable in four equal installments following such non-employee director’s attendance at each of the Company’s quarterly Board meetings, and (3) for the chairperson of each committee of the Board of Directors, an additional $5,000, payable in four equal installments following such non-employee director’s attendance at each of the Company’s quarterly Board meetings; and (B) restricted stock units (1) with an aggregate grant date fair value of $25,000, if an affiliate director, (2) with an aggregate grant date fair value of $37,500, if a non-affiliate director, and (3) with an aggregate grant date fair value of $5,000, if the chairperson of a committee of the Board of Directors, in each case, valued as of the date of grant.(1) Fiscal 2019 awards were granted as of the date of the 2019 Annual Meeting held on June 11, 2019. At a meeting of our Board of Directors held in 2020, our Board members voted to defer the cash component of their compensation temporarily during the COVID-19 pandemic. The terms of each such annual equity award described above is set forth in a written award agreement between the applicable non-employee director and us, which provides for vesting after one year of continued service as a director, subject to acceleration upon a change of control. The non-employee director compensation policy may be further amended, modified or terminated by our Board of Directors at any time in its sole discretion. In addition to the non-employee director compensation policy, in connection with the IPO, we adopted a director stock ownership policy encouraging non-employee directors to hold shares of our Class A common stock and/or LLC Interests with a value equal to or in excess of the fair value of the non-qualified stock option or other equity award that the non-employee director received as an annual equity award on or following the most recent annual meeting. The following table set forth the compensation for each of our non-employee directors in fiscal 2019. The awards below were made in accordance with the above compensation amounts.

  9. Director Compensation

    | Name | Fees earned or paid in cash ($)(1) | Restricted Stock Unit Awards ($)(2)(3) | Total ($) | | Daniel Meyer | 25,000 | 24,991 | 49,991 | | Sumaiya Balbale | 37,500 | 46,808 | 84,308 | | Anna Fieler | 37,500 | 37,454 | 74,954 | | Jeff Flug | 42,500 | 42,465 | 84,965 | | Jenna Lyons | 37,500 | 37,454 | 74,954 | | Joshua Silverman | 37,500 | 37,454 | 74,954 | | Jonathan D. Sokoloff | 25,000 | 24,991 | 49,991 | | Robert Vivian | 47,500 | 47,477 | 94,977 |

  10. Director Compensation

    (1) In fiscal 2019, each non-employee director was awarded cash compensation in consideration for his or her time of service on the board of directors consistent with the non-employee director compensation policy. (2) In fiscal 2019, each non-employee director was awarded equity compensation in consideration for his or her time of service on the board of directors consistent with the non-employee director compensation policy. (3) As of December 25, 2019, the following non-employee directors held restricted stock units as follows: Mr. Meyer - 379 unvested restricted stock units; Ms. Balbale - 741 unvested restricted stock units; Ms. Fieler - 568 unvested restricted stock units; Mr. Flug - 644 unvested restricted stock units; Ms. Lyons - 568 unvested restricted stock units; Mr. Silverman - 568 unvested restricted stock units; Mr. Sokoloff - 379 unvested restricted stock units; and Mr. Vivian - 720 unvested restricted stock units.

  11. How We Make Compensation Decisions

    | 2019 Peer Group | | | Canada Goose Holdings Inc. | Ruth’s Hospitality Group, Inc. | | Churchill Downs Incorporated | Texas Roadhouse, Inc. | | Del Taco Restaurants, Inc. | The Cheesecake Factory Incorporated | | Etsy, Inc. | Vail Resorts, Inc. | | Floor & Décor Holdings, Inc. | Wingstop Inc. | | Grubhub Inc. | YETI Holdings, Inc. | | Planet Fitness, Inc. | |

  12. Annual Cash Incentive

    Annual Cash Incentive The NEOs are entitled to receive annual performance-based cash bonuses under the Annual Cash Incentive Plan, the amount of which is based on satisfaction of annual Company objectives that are established by the Board of Directors or the Compensation Committee. Target award opportunities are expressed as a percentage of base salary and are based on the individual NEO’s level of responsibility and ability to impact the business results. For fiscal 2019, the Compensation Committee approved a target award increase for Randy Garutti from 55% to 75% of base salary. The increase was based on a detailed market assessment of a peer group of companies while emphasizing compensation opportunities that are incentive-based when delivering targeted financial results. The Compensation Committee set the following threshold, target and maximum award levels for fiscal 2019.

  13. Annual Cash Incentive

    | | Target Annual Cash Award Opportunity (as % of Base Salary) | | | | NEO | Threshold | Target | Maximum | | Randy Garutti | 0% | 75% | 150% | | Tara Comonte | 0% | 50% | 100% | | Zachary Koff | 0% | 35% | 58.45% |

  14. Annual Cash Incentive

    Annual cash incentives reward both the achievement of short-term financial goals, as well as the execution of activities to advance our strategic and operational priorities, which support near-term financial performance and long-term strategic objectives. We describe our Annual Cash Incentive Plan structure in more detail below, including the metrics and weightings we used for fiscal 2019. 2019 Annual Cash Incentive Plan Design For fiscal 2019, the Compensation Committee determined that it was desirable and in the best interest of the Company to adjust the performance measures as they pertained to the CEO. For 2019, the CEO’s individual performance measure was removed, and the measurement of the CEO’s performance under the 2019 Annual Cash Incentive Plan was based 100% on financial performance metrics in order that the CEO’s performance be fully tied to and aligned with the financial performance of the Company. The 2019 Annual Cash Incentive Plan payouts for the other NEOs remained based 80% on the achievement of the Company-wide financial performance metrics and 20% on individual performance. The individual performance measure was based on subjective performance, as determined by the CEO and Compensation Committee. The individual performance measure increases the importance of accountability through goal setting and achievement and individual contributions to our culture. We believe this adjustment enables Shake Shack to continue to strengthen the culture and thereby deliver long-term, sustainable growth to our stakeholders.

  15. Annual Cash Incentive

    | | Weighting | | | Performance Metrics | CEO | Other NEOs | | Total Revenue vs Budget* | 50% | 40% | | Adjusted EBITDA vs Budget** | 50% | 40% | | Individual Performance (Individual Performance and Goal Achievement) | 0% | 20% |

  16. Annual Cash Incentive

    * For purposes of the Annual Cash Incentive Plan, the Company defines Total Revenue as revenue, inclusive of revenue from Company-owned operations and licensing revenue from international and domestic licensed operations. ** For purposes of the Annual Cash Incentive Plan, the Company defines Adjusted EBITDA as net income before deducting (A) interest, (B) taxes, (C) depreciation and (D) amortization, and excluding certain non-cash and other items not considered in the Company’s evaluation of ongoing operating performance, including equity-based compensation expenses, non-cash deferred rent charges, and certain non-recurring charges. Adjusted EBITDA performance (both Budget and actual performance) excludes bonuses. The Company-wide financial performance metrics upon which our NEO’s performance-based incentive are determined are directly linked to the key drivers of our business: sales growth and operational profitability. These metrics are also meaningful to investors. This portion of each NEO’s award is determined by the achievement of the combined score of the two financial performance metrics set at the beginning of the year. The table below summarizes the threshold, target, and maximum performance achievement levels and their respective payout results for fiscal 2019.

  17. Annual Cash Incentive

    | Financial Performance Metric | Target Performance Goal ($) | Range of Performance Achievement | | | Actual % of Achievement | Actual % of Payout | | | | Threshold | Target | Maximum | | | | Total Revenue | $572,467,655 | 90% | 100% | 105% | 103.9% | 177.0% | | Adjusted EBITDA | $84,787,722 | 90% | 100% | 115% | 105.5% | 136.9% | | Total Payout | | | | | | 156.9% |

  18. Annual Cash Incentive

    Note: If performance is achieved at a level between the threshold and target or between target and maximum, the payout level is determined through straight-line interpolation. Under the terms of the applicable award the Actual % of Payout set forth above corresponds to the Actual % of Achievement of the applicable goals. The individual performance portion of the award (20% of overall award) is determined by the achievement of individual and strategic and operational goals. These goals are established and approved by the Compensation Committee at the beginning of each year and are intended to ensure the highest priorities are identified, monitored and measured over the course of the performance period. At the end of the fiscal year, the CEO and Compensation Committee reviewed each of the NEOs’ non-financial goals in detail and determined that these goals were achieved, or substantial progress was made toward achievement of multi-year objectives. All the financial and strategic goals under the Annual Cash Incentive Plan are thoughtfully developed to complement each other—creating a holistic program that aligns the interests of our stockholders with our business strategy. The actual amounts of the performance-based cash bonuses paid to each NEO for fiscal 2019 performance are shown in the table below:

  19. Annual Cash Incentive

    | NEO | Base Salary | Target Annual Award (% of Base Salary) | Target Annual Incentive Value ($) | Financial Performance Actual Achievement | Individual Performance Actual Achievement | Total Award Payout Value | | Randy Garutti | $600,233 | 75% | $450,175 | 156.9% | N/A | $706,527 | | Tara Comonte | $524,475 | 50% | $257,740 | 156.9% | 150% | $400,930 | | Zachary Koff | $300,000 | 35% | $103,486 | 145.8% | 100% | $135,074 |

  20. Long-Term Incentives

    Long-Term Incentives We provide our NEOs with long-term incentive awards under our 2015 Incentive Award Plan (as amended, the “2015 Plan”). Awards under the 2015 Plan are intended to align the interests of the NEOs with those of our stockholders and to create a link between executive pay and the long-term shareholder value creation. Rewards earned by our NEOs in connection with these awards are dependent on the Company’s achievement of the pre-determined goals over each annual performance period. 2019 Long-Term Incentive Plan Design In fiscal 2019, the Compensation Committee granted a substantial portion of the target total compensation for each of our NEOs in the form of long-term equity incentive awards. On March 1, 2019, long-term incentive awards were granted to each of the NEOs in the form of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). RSUs represented 50% of the total award value and vest ratably over a period of four years, subject to the NEO’s continued employment. PSUs represented the remaining 50% of the award value and are earned and vest over four years, based on the achievement of two, equally weighted, pre-determined financial goals, measured over a one-year performance period which is the 2019 fiscal year.

  21. Long-Term Incentives

    | Performance Metrics | Weighting | | Total Revenue* | 50% | | Adjusted EBITDA** | 50% |

  22. Long-Term Incentives

    * For purposes of the PSUs, Total Revenue means revenue, inclusive of revenue from Company-owned operations and licensing revenue from international and domestic licensed operations. ** For purposes of the PSUs, the Company defines Adjusted EBITDA as net income before deducting (A) interest expense, (B) taxes, (C) depreciation and (D) amortization, and excluding certain non-cash and other items not considered in the Company’s evaluation of ongoing operating performance, including equity-based compensation expenses, non-cash deferred rent charges, and certain non-recurring charges. Adjusted EBITDA performance (both Budget and actual performance) excludes bonuses. The PSUs are payable to the extent the Company achieves the Total Revenue and Adjusted EBITDA performance goals over each annual performance period. Any PSUs that are issued will vest, subject to Mr. Garutti’s, Ms. Comonte’s and Mr. Koff’s continued employment with the Company, ratably over a four-year period commencing on the first anniversary of the date the PSUs were granted. Issued PSUs may vest sooner for Mr. Garutti’s, Ms. Comonte’s and Mr. Koff’s death or disability. The amount of PSUs issued to each of the NEOs is a percentage, ranging from 0% to 125%, of each NEO’s PSU target. In March 2020, the Compensation Committee certified the following results:

  23. Long-Term Incentives

    | Financial Performance Metric | Target Performance Goal ($) | Range of Performance Achievement | | | Actual % of Achievement | Actual % of Payout | | | | Threshold | Target | Maximum | | | | Total Revenue | $572,467,655 | 95% | 100% | 105% | 103.9% | 119.3% | | Adjusted EBITDA | $84,787,722 | 95% | 100% | 120% | 105.5% | 106.9% | | Total Payout | | | | | | 113.1% |

  24. Long-Term Incentives

    Note: Under the terms of the applicable award the Actual % of Payout set forth above corresponds to the Actual % of Achievement of the applicable goals. Based on these results, the NEOs earned the following PSU awards for fiscal 2019, which vest according to the provisions described above.

  25. Long-Term Incentives

    | | Target PSUs Granted for 2019 | | Actual PSUs Earned for 2019 | | NEO | PSUs (#) | PSUs ($) | PSUs (#) | | Randy Garutti | 7,147 | $375,003 | 8,077 | | Tara Comonte | 4,765 | $250,020 | 5,385 | | Zachary Koff | 3,812 | $200,016 | 4,310 |

  26. Long-Term Incentives

    Note: Target award amounts for PSUs were determined based on the closing price of Shake Shack common stock on the date of the grant and vest equally in four installments beginning with the first anniversary of the date of grant. 2020 Long-Term Incentive Plan Design In fiscal 2019, the Committee conducted a review of incentive plan designs among peer companies. The Committee will continue to award a mix of PSUs and RSUs, weighted equally. This grant mix aligns with market practice and provides retention strength with the inclusion of RSUs.

  27. Other Awards

    Other Awards Equity Award to Ms. Comonte Pursuant to her employment agreement, during fiscal year 2019, the Compensation Committee granted Ms. Comonte equity awards with a grant date fair value of $100,000 in stock options and $500,000 in RSUs. The awards were made in order to align Ms. Comonte’s interests with those of our stockholders, and the RSU award was made to compensate Ms. Comonte for the amounts of equity awards that she forfeited upon separation from her previous employer. Ms. Comonte’s (i) options will vest in five annual installments beginning on the first anniversary of the grant date, and (ii) her RSUs will vest in five equal installments beginning on the first anniversary of the grant date, in each case, contingent on Ms. Comonte’s continued service with the Company on each vesting date.

  28. Employment Agreements

    Employment Agreements We entered into an amended and restated employment agreement with Mr. Garutti, effective as of October 25, 2018; an employment agreement with Ms. Comonte, effective as of June 12, 2017; and an amended and restated employment agreement with Mr. Koff, effective as of January 5, 2017. The material terms of such agreements are summarized below. Pursuant to advice of a tax advisor retained by the Company, effective as of the start of fiscal 2018, Mr. Garutti ceased to be treated as an employee of the Company for tax purposes, while remaining a partner of SSE Holdings. So that he is not adversely impacted by the cessation of his status as an employee of the Company for income tax purposes, pursuant to his amended and restated employment agreement, Mr. Garutti is entitled to an annual gross-up payment that will leave Mr. Garutti in the same economic position as if he had been classified as an employee for income tax purposes. The gross-up arrangement is expected to have a minimal impact on the Company. The Company also will reimburse Mr. Garutti for any expenses he incurs in connection with calculating his tax obligations pursuant to the amended and restated employment agreement. Position and Employment Term Under the applicable employment agreements, during their respective terms of employment, Mr. Garutti, Ms. Comonte and Mr. Koff will serve as Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, respectively, of Shake Shack, SSE Holdings and all of its affiliates. The current employment terms are as follows: (i) for Mr. Garutti, through October 25, 2021, with automatic three (3)-year renewal terms thereafter, unless either party provides written notice of non-extension within 90 days of the expiration of the then-current term; (ii) for Ms. Comonte, through June 12, 2020, with automatic one (1)-year renewal terms thereafter, unless either party provides written notice of non-extension within 90 days of the expiration of the then-current term; and (ii) for Mr. Koff, which agreement auto-renewed on January 5, 2020, with automatic one (1)-year renewal terms thereafter unless either party provides written notice of non-extension within 90 days of the expiration of the then-current term. Base Salary, Annual Bonus and Equity Compensation The annual base salary for fiscal 2019 for each of Mr. Garutti, Ms. Comonte and Mr. Koff was increased to $600,233, $524,475, and $300,000, respectively. In addition, pursuant to their employment agreements, Mr. Garutti, Ms. Comonte and Mr. Koff are eligible to receive annual performance-based cash bonuses upon the attainment of Company performance goals established by the Compensation Committee. The amount of the annual performance-based cash bonus that may be received by Mr. Garutti, Ms. Comonte, and Mr. Koff upon attainment of target performance for the 2019 fiscal year was 75% of base salary, 50% of base salary, and 35% of base salary respectively, and the maximum amount of the annual performance-based cash bonus that may be received by Mr. Garutti, Ms. Comonte and Mr. Koff for the 2019 fiscal year is 150% of base salary, 100% of base salary, and 58.45% of base salary, respectively. Under the employment agreements, Mr. Garutti, Ms. Comonte and Mr. Koff are also eligible for annual equity awards, the form and terms of which will be determined by the Compensation Committee in its discretion. Ms. Comonte’s employment agreement also entitles her to an annual equity award in each of 2018, 2019, 2020, and 2021 consisting of (i) RSUs with a grant date fair value equal to $500,000, and (ii) options equal to an accounting value based on the Black Scholes Model of $100,000 on the date of grant, in each case, subject to vesting over a five-year period following the date of grant, contingent on Ms. Comonte’s continued employment with the Company through such vesting date. Severance The employment agreement for each of Mr. Garutti, Ms. Comonte and Mr. Koff provides for severance upon a termination by us without cause or by Mr. Garutti, Ms. Comonte, and Mr. Koff for good reason, in each case, subject to the execution and non-revocation of a waiver and release of claims by Mr. Garutti, Ms. Comonte or Mr. Koff, as applicable. Upon such a termination, each of Mr. Garutti, Ms. Comonte and Mr. Koff is entitled to severance consisting of (a) continued base salary through (i) 18 months following the date of termination, in the case of Mr. Garutti, and (ii) the first anniversary of the date of termination, in the case of each of Ms. Comonte and Mr. Koff, (b) a prorated annual cash bonus for the year of termination based on actual individual and Company performance, and (c) reimbursement of COBRA premiums such that the cost of coverage is equal to the cost for then current employees for a period of up to (i) 18 months, in the case of Mr. Garutti, and (ii) 12 months, in the case of Ms. Comonte and Mr. Koff. Upon such a termination, Mr. Garutti is entitled to accelerated vesting of a prorated portion of all of the annual equity awards that would have vested within 18 months following the date of termination absent such termination, and each of Ms. Comonte and Mr. Koff is entitled to accelerated vesting of a prorated portion of the annual equity award or, in the case of Ms. Comonte, the restricted stock unit award she was granted in connection with her new employment agreements, in any event, that would next vest following the date of termination, such amount to be based on the number of full fiscal months elapsed during the twelve month period between the previous vesting date or, if none, the award date, and the date of termination. For purposes of the employment agreements, the Company will have “cause” to terminate each of Mr. Garutti’s, Ms. Comonte’s, or Mr. Koff’s employment upon (a) his or her willful misconduct, gross negligence or act of dishonesty with regard to the Company or any of its affiliates, which in either case, results in or could reasonably be expected to result in material harm to the Company or such affiliate, (b) his or her willful and continued failure to attempt to perform his or her duties with the Company or any of its affiliates (other than any such failure resulting from disability), which failure is not remedied within 30 days after receiving written notice thereof, (c) his or her conviction of (or his or her plea of guilty or nolo contendere to) any felony involving moral turpitude (other than traffic related offenses or as a result of vicarious liability), or (d) his or her material breach of any material provision of the employment agreement, which breach is not remedied within 10 days after receiving written notice thereof. For purposes of the employment agreements, each of Mr. Garutti, Ms. Comonte and Mr. Koff will have “good reason” to terminate his or her employment after the occurrence, without his or her consent, of (a) any material adverse change in base salary, position, duties, responsibilities, authority, title or reporting obligations, or the assignment of duties that are materially inconsistent with his or her position, (b) a relocation of principal business location by more than (i) 25 miles, in the case of Mr. Garutti, and (ii) 50 miles, in the case of each of Ms. Comonte and Mr. Koff, from its then current

  29. Employment Agreements

    location, or (c) any other material breach by the Company of the employment agreement or any other agreement with him or her. However, no termination for good reason will be effective unless (i) Mr. Garutti, Ms. Comonte or Mr. Koff, as applicable, provides the Company with at least 30 days prior written notice of his or her intent to resign for good reason (which notice must be provided within 60 days following the occurrence of the event(s) purported to constitute good reason); (ii) the Company has not remedied the alleged violation(s) within the 30-day period; and (iii) Mr. Garutti, Ms. Comonte or Mr. Koff’s resignation, as applicable, becomes effective no later than 30 days after the Company has either failed to cure such event or indicated that it will not cure such event. Restrictive Covenants Pursuant to their respective employment agreements, Mr. Garutti, Ms. Comonte and Mr. Koff are subject to certain non-competition and non-solicitation restrictions during employment and for a (a) 18-month period, in the case of Mr. Garutti, and (b) 12-month period, in the case of each of Ms. Comonte and Mr. Koff, after termination of employment. During the restricted period, Mr. Garutti may not compete, directly or indirectly, with the Company in the business of developing, managing, and/or operating of (a) “better burger” restaurants, (ii) “quick service” or “fast food” restaurants with an emphasis on hamburgers, and (c) restaurants that derive 50% of more of their revenues from the sale of hamburgers, hot dogs, chicken, French fries, and/or frozen desserts. Each of Five-Guys and In-N-Out are included in the competitive restrictions described above. Each of Ms. Comonte and Mr. Koff may not compete, directly or indirectly, with the Company in the business of developing, managing, and/or operating of (a) “better burger” restaurants, (b) “quick service” or “fast food” restaurants with an emphasis on hamburgers, or (c) “fast casual” restaurants. No severance payments or benefits described above shall be paid following the first date that any of Mr. Garutti, Ms. Comonte or Mr. Koff violates his or her restrictive covenants. However, if the employment of either of Ms. Comonte or Mr. Koff is terminated by the Company without cause or by either of Ms. Comonte or Mr. Koff for good reason, Ms. Comonte or Mr. Koff, as applicable, may compete in the “fast casual” restaurant business during the restricted period without violating his or her employment agreement but he or she will not receive any severance after the date he or she begins to compete in the “fast casual” restaurant business.

  30. Accounting Considerations

    Accounting Considerations The Compensation Committee recognizes accounting implications that may impact executive compensation. For example, we recognize expense related to salaries and performance-based cash compensation when earned in our financial statements. Also, GAAP accounting rules require us to record an expense in our financial statements for equity awards, even though equity awards are not paid as cash to employees and may not vest or be earned by such employees.

  31. Summary Compensation

    | Named Executive Officer and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Randy Garutti Chief Executive Officer | 2019 | 600,233 | | 787,506 | — | 706,527 | — | 221,650 | 2,315,916 | | | 2018 | 540,750 | 2,450,000 | 303,362 | — | 413,427 | — | 97,872 | 3,805,411 | | | 2017 | 525,000 | — | 285,452 | — | 263,600 | — | — | 1,074,052 | | Tara Comonte President, Chief Financial Officer | 2019 | 524,475 | — | $1,025,046 | 100,000 | 400,930 | — | 8,933 | 2,059,383 | | | 2018 | 472,067 | — | 651,686 | 100,015 | 341,910 | — | 12,719 | 1,078,392 | | | 2017 | 247,500 | 351,250 | 1,635,621 | 100,003 | 123,750 | — | 12,673 | 2,470,797 | | Zachary Koff Chief Operating Officer | 2019 | 300,000 | — | 420,034 | — | 135,074 | — | | 856,738 | | | 2018 | 274,519 | — | 137,553 | — | 112,844 | — | 815 | 525,731 | | | 2017 | 249,591 | — | 130,705 | — | 79,748 | — | — | 460,044 |

  32. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information with respect to plan-based awards made to our NEOs in fiscal 2019.

  33. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Named Executive Officer | Type | Date | ($) | ($) | ($) | (#)(1) | (#)(1) | (#)(1) | (#)(2) | (#)(2) | ($/Sh) | ($)(2) | | Randy Garutti | Cash Bonus | 1/1/2019 | — | 487,175 | 900,350 | — | — | — | — | — | — | | | | RSUs | 3/1/2019 | — | — | — | — | — | — | 7,147 | — | — | 375,003 | | | PSUs | 3/1/2019 | — | — | — | — | 7,147 | 8,934 | — | — | — | 412,503 | | Tara Comonte | Cash Bonus | 1/1/2019 | — | 257,740 | 515,479 | — | — | — | — | — | — | | | | RSUs | 1/3/2019 | — | — | — | — | — | — | 11,413 | — | — | 500,004 | | | RSUs | 3/1/2019 | — | — | — | — | — | — | 4,765 | — | — | 250,020 | | | PSUs | 3/1/2019 | — | — | — | — | 4,765 | 5,956 | — | — | — | 275,022 | | | Options | 3/22/2019 | — | — | — | — | — | — | — | 3,785 | 54.36 | 100,000 | | Zachary Koff | Cash Bonus | 1/1/2019 | — | 103,486 | 172,821 | — | | — | — | — | — | | | | RSUs | 3/1/2019 | — | — | — | — | — | — | 3,812 | — | — | 200,016 | | | PSUs | 3/1/2019 | — | — | — | — | 3,812 | 4,765 | — | — | — | 220,017 |

  34. Grants of Plan-Based Awards

    (1) Reflects PSUs granted under the 2015 Incentive Award Plan. (2) Amounts included represent the grant date fair value determined in accordance with ASC 718. For stock awards, the grant date fair value is based on the closing market price of our Class A Common Stock on the grant date. For option awards, the grant date fair value is determined using the Black-Scholes option pricing model. The assumptions used in determining such amounts are described in Note 14 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 25, 2019. For awards subject to performance conditions, the grant date fair value is based upon the probable outcome of the performance conditions on the grant date, which was 110%.

  35. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth certain information with respect to outstanding equity awards of our NEOs as of December 25, 2019.

  36. Outstanding Equity Awards

    | | Option Awards | | | | Stock Awards | | | | | Named Executive Officer | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Randy Garutti | 398,000 | 137,000(2) | 21.00 | 1/29/2025 | 13,184 | 790,381(3) | 7,147 | 428,463(9) | | Tara Comonte | 60 | 3,090(4) | 38.91 | 6/12/2027 | 51,404 | 3,081,670(5) | 4,765 | 285,662(9) | | | 1,007 | 4,029(6) | 39.91 | 3/22/2028 | — | — | — | — | | | | 3,785(7) | 54.36 | 3/22/2029 | — | — | | | | Zachary Koff | 10,800 | 21,200(2) | 21.00 | 1/29/2025 | 6,561 | 393,332(8) | 3,812 | 228,529(9) |

  37. Outstanding Equity Awards

    Based on the NYSE closing price on December 24, 2019 of $59.95. (2) These options vested on January 29, 2020, subject to each of Messrs. Garutti’s and Mr. Koff’s, as applicable, continued employment with us on each such vesting date. (3) Consists of (i) 2,360 PSUs granted on May 18, 2017, which were earned based on the achievement of the 2017 performance criteria established by the Compensation Committee as certified by the Compensation Committee on March 22, 2018 and which will vest on May 18, 2020; (ii) 3,677 PSUs granted on May 18, 2018, which were earned based on the achievement of the 2018 performance criteria established by the Compensation Committee as certified by the Compensation Committee on March 11, 2019 and which will vest in two equal installments on each of May 18, 2020 and May 18, 2021; (iii) 3,812 RSUs granted on March 1, 2019 that will vest equally over four installments on March 1, 2020, March 1, 2021, March 1, 2022 and March 2023. (4) These options vest in three equal installments on each of June 12, 2020, June 12, 2021 and June 12, 2022, subject to Ms. Comonte’s continued employment with us on each such vesting date. (5) Consists of (i) 23,131 shares of restricted stock granted on June 12, 2017 when Ms. Comonte joined the Company, which vest in three equal installments on each of June 12, 2020, June 12, 2021 and June 12, 2022; (ii) 9,158 shares of restricted stock granted on January 3, 2018, which vest in four equal installments on January 3, 2020, January 3, 2021, January 3, 2022 and January 3, 2023; (iii) 11,413 shares of restricted stock granted on January 3, 2019, which vest in five equal installments on January 3, 2020, January 3, 2021, January 3, 2022, January 3, 2023 and January 3, 2024; (iv) 4,765 RSUs granted on March 1, 2019 that will vest equally over four installments on March 1, 2020, March 1, 2021, March 1, 2022 and March 2023; (v) 1,098 PSUs granted on June 12, 2017, which were earned based on the achievement of the 2017 performance criteria established by the Compensation Committee as certified by the Compensation Committee on March 22, 2018 and which will vest on June 12, 2020; and (iv) 1,839 PSUs granted on May 18, 2018, which were earned based on the achievement of the 2018 performance criteria established by the Compensation Committee as certified by the Compensation Committee on March 11, 2019 and which will vest in two equal installments on each of May 18, 2020 and May 18, 2021. (6) These options vest in four equal installments on each of March 22, 2020, March 22, 2021, March 22, 2022 and March 22, 2023. (7) These options vest in five equal installments on each of March 22, 2020, March 22, 2021, March 22, 2022, March 22, 2023 and March 22, 2024. (8) Consists of (i) 1,081 PSUs granted on May 18, 2017, which were earned based on the achievement of the 2017 performance criteria established by the Compensation Committee as certified by the Compensation Committee on March 22, 2018 and which will vest on May 18, 2020; (ii) 1,668 PSUs granted on May 18, 2018, which were earned based on the achievement of the 2018 performance criteria established by the Compensation Committee as certified by the Compensation Committee on March 11, 2019 and which will vest in two equal installments on each of May 18, 2020 and May 18, 2021; (iii) 7,147 RSUs granted on March 1, 2019 that will vest equally over four installments on March 1, 2020, March 1, 2021, March 1, 2022 and March 1, 2023. (9) Represents PSUs, at target, granted on March 1, 2019 that vest equally over four installments on March 1, 2020, March 1, 2021, March 1, 2022 and March 2023. The PSUs earned are based on the achievement of the 2019 performance criteria established by the Compensation Committee as certified by the Compensation Committee on March 1, 2020.

  38. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information with respect to the exercise of stock options by our NEOs during fiscal 2019 and the vesting of the restricted stock awards held by the NEOs during fiscal 2019.

  39. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Randy Garutti | 150,000 | 11,127,392 | 7,236 | 439,177 | | Tara Comonte | 2,000 | 90,374 | 12,017 | 740,202 | | Zachary Koff | 35,000 | 1,879,991 | 3,123 | 189,317 |

  40. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth our nonqualified deferred compensation as of December 25, 2019.

  41. Nonqualified Deferred Compensation

    | Named Executive Officer | Named Executive Officer Contributions In Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Fiscal 2019 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 25, 2019 ($) | | Randy Garutti | — | — | — | — | — | | Tara Comonte | — | — | — | — | — | | Zachary Koff | — | — | — | — | — |

  42. Potential Payments Upon Termination

    Potential Payments Upon Termination The following table presents the amount of compensation payable to each of our NEOs as if the triggering termination event had occurred on the last day of our most recently completed fiscal year, December 25, 2019 (with annual bonuses being based on actual performance through December 25, 2019). The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment and would vary from those listed below. Generally, in the event of a termination for Cause, or resignation without Good Reason, our NEOs are entitled only to earned but unpaid salary, vested benefits under any applicable benefit plans, reimbursement of incurred expenses, and all accrued but unused vacation pay.

  43. Potential Payments Upon Termination

    | Potential Payments Upon Termination without Cause or Resignation with Good Reason(1) | | | | | Compensation Element | Mr. Garutti(3) | Ms. Comonte | Mr. Koff | | Accrued and Unpaid Salary and Other Benefits ($) | 22,976 | 46,396 | 31,276 | | Annual Bonus ($) | 706,527 | 400,930 | 135,074 | | Salary through Employment Term ($) | 900,350 | 524,755 | 300,000 | | Total Cash Payments ($) | 1,629,852 | 971,800 | 466,350 | | Acceleration of Unvested Equity Awards ($)(2) | 5,912,329 | 607,342 | 866,747 | | Company portion of 12 months of COBRA ($) | 8,745 | 8,745 | 8,745 | | TOTAL | 7,550,927 | 1,587,888 | 1,341,842 | | Potential Payments Upon Termination Due to Death or Disability(4) | | | | | Compensation Element | Mr. Garutti | Ms. Comonte | Mr. Koff | | Acceleration of Unvested Equity Awards ($)(5) | 107.116 | 71,415 | 57,132 | | TOTAL ($) | 7,658,043 | 1,659,303 | 1,398,974 |

  44. Potential Payments Upon Termination

    (1) Amounts listed in this table are calculated in accordance with the terms of the applicable employment agreement. (2) Equity values are determined based on the closing price of our Class A common stock on December 24, 2019 ($59.95) and equity holdings as of that date. (3) Pursuant to the gross-up arrangement in Mr. Garutti’s employment agreement, a true up payment may be required to be made, but no amount has been included here since the information required to calculate any amount that would be due is not available nor reasonably estimable. (4) Amounts listed in this table are calculated in accordance with the terms of the applicable equity award agreement and governing equity plan documents. If an NEO dies or becomes Disabled (as the term is defined in the applicable PSU award agreement) during a PSU performance cycle, a portion of the first tranche of RSUs subject to such PSU will vest, pro rata, based on the portion of the completed performance cycle.

  45. CEO PAY RATIO

    CEO PAY RATIO