DEF 14A of Shake Shack Inc., Apr 29, 2026

DEF 14A of Shake Shack Inc.

Filed Apr 29, 2026 · FY20250001104659-26-051572

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: Daniel Meyer, Jeff Flug, and Lori George; Class II directors consist of Robert Lynch, Joshua Silverman, and Tristan Walker; and Class III directors consist of Sumaiya Balbale, Charles Chapman III, and Jeffrey Lawrence. On March 9, 2026, the Company filed a Current Report on Form 8-K to report that Joshua Silverman had informed the Board of his intention to step down from the Board effective May 1, 2026, and to not stand for re-election as a Class II director at the Annual Meeting. Accordingly, the Board determined to reduce the size of the Board from nine to eight directors, effective on May 1, 2026. Following the departure of Mr. Silverman from the Board, the Board will consist of three Class I directors, two Class II directors, and three Class III directors. Class II directors standing for re-election at the Annual Meeting are Robert Lynch and Tristan Walker. Class III directors will stand for re-election at the 2027 annual meeting of stockholders and Class I directors will stand for re-election at the 2028 annual meeting of stockholders. Each of the nominees for election as a Class II director 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 and continuing 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/ Appointed to Current Term | Current Term Expiration | Expiration of Term for which Nominated | | Robert Lynch | II | 49 | Director | 2024 | 2026 | 2029 | | Tristan Walker(1) | II | 41 | Director | 2023 | 2026 | 2029 | | Incumbent and Continuing Directors | | | | | | | | Sumaiya Balbale(2) | III | 45 | Director | 2024 | 2027 | - | | Charles Chapman III(3) | III | 63 | Director | 2024 | 2027 | - | | Jeffrey Lawrence(4) | III | 52 | Director | 2024 | 2027 | - | | Daniel Meyer | I | 68 | Chairman of the Board of Directors | 2025 | 2028 | - | | Jeff Flug(5) | I | 63 | Director | 2025 | 2028 | - | | Lori George(6) | I | 62 | Director | 2025 | 2028 | - |

  3. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    Member of the Nominating and Corporate Governance Committee. (2) Chair of the Compensation Committee and a member of the Audit Committee. (3) Member of the Compensation Committee and the Nominating and Corporate Governance Committee. (4) Chair of the Audit Committee. (5) Lead Director and a member of the Audit Committee and the Compensation Committee. Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee.

  4. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors Robert Lynch has served as Shake Shack’s Chief Executive Officer and as a member of the Board of Directors since May of 2024. Prior to joining Shake Shack, Mr. Lynch served as President and Chief Executive Officer of Papa John’s International, Inc. starting in August 2019. Prior to joining Papa John’s, Mr. Lynch served in multiple positions within Arby’s Restaurant Group, Inc., including as President from August 2017 to August 2019 and Brand President and Chief Marketing Officer from September 2013 to August 2017. From 2012 until August 2013, Mr. Lynch served as Vice President of Marketing at Taco Bell. Mr. Lynch also held senior roles at H.J. Heinz Company and Procter & Gamble. Mr. Lynch currently serves on the board of directors at Kontoor Brands, Inc. (NYSE: KTB). Mr. Lynch is a graduate of the University of Rochester, where he obtained his BA and MBA. Key Skills and Experience: Mr. Lynch brings to his service on our Board of Directors extensive quick-service restaurant industry and marketing experience, leading purpose-driven organizations and high-performing teams, and growing successful consumer brands. Mr. Lynch also has a track record of leading brand turnaround and improved profitability. Tristan Walker has served on the Board of Directors of Shake Shack since June 2020. Mr. Walker is the Founder and was the Chief Executive Officer of Walker & Company Brands, which Mr. Walker founded in 2013 and which merged with Procter & Gamble in December 2018, through June 2023. Mr. Walker is also the Founder of Heirloom Management Co., an investment fund which aims to partner with founders of disruptive companies committed to developing culturally connected products and services. 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 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 served on the board of directors of Foot Locker Inc. from 2020 to 2025. 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.

  5. Incumbent and Continuing Directors

    Incumbent and Continuing Directors Sumaiya Balbale has served on the Board of Directors of Shake Shack since March 2019. Ms. Balbale served as the Chief Operating Officer for Sequoia Capital from June 2020 until September 2025. 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 BA 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. Charles Chapman III has served on the Board of Directors of Shake Shack since July 2023. 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. Mr. Chapman was a senior executive at Panera Bread, where he served in several leadership positions from 2011 through 2019, including as (i) Chief Operating Officer, where he was responsible for Company Operations and 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, Mr. 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, Mr. 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, Mr. Chapman held various marketing, finance, and operations roles at Darden Restaurants. Mr. Chapman began his career as an associate consultant and consultant at Bain & Company. Mr. Chapman served as the Chief Executive Officer of Tatte Bakery & Café from 2020 through February 2024 and is a Partner in Act III Holdings, LLC, which invests in emerging niches in restaurants and entertainment. Mr. Chapman is currently a member of the board of directors of Taymax and formerly served on the Board of Directors of Cava, Panera Bread, and American Dairy Queen. Key Skills and Experience: Mr. Chapman brings to his service on our Board of Directors broad public company experience, more than 25 years of senior executive experience in the restaurant industry, and in-depth knowledge of restaurant operations, development, supply chain, franchising, and evolving concepts. Jeffrey Lawrence has served on the Board of Shake Shack since May 2023. Beginning in 2000, Mr. Lawrence 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 also previously served on the board of directors of Domino’s master franchisee in China. Subsequent to his time at Domino’s, he served as Chief Financial Officer of FIGS, Inc., a direct-to-consumer apparel brand, where he led its successful initial public offering and partnered to grow significant shareholder value during his tenure, from 2020 to 2021. Mr. Lawrence later served as Chief Financial Officer of ShiftKey, a technology-enabled marketplace connecting licensed professionals to the future of work, a position he held from 2022 to 2023. Mr. Lawrence is currently serving as a Senior Advisor to General Atlantic. 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. Mr. Lawrence serves as a member and chair of the board of directors of Joe & the Juice and previously served as a member of the board of directors of Xponential Fitness (NYSE: XPOF). Key Skills and Experience: Mr. Lawrence brings to his service on our Board of Directors more than 25 years of experience with particular expertise in the consumer retail and restaurant industries globally, including franchising businesses, as well as in digital and technological transformation, and capital markets. 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 (“USHG”), which owns and operates restaurants, including the following: Union Square Cafe, Gramercy Tavern, The Modern, the Cafes at MOMA, Porchlight, 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 a member of the board of directors of the not-for-profit Madison Square Park Conservancy. Mr. Meyer previously served as a member of the board of directors of Olo Inc. from 2015 to 2025, 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.

  6. Incumbent and Continuing Directors

    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 BBA in Accounting, summa cum laude, Mr. Flug began his career as an accountant at PricewaterhouseCoopers where he attained his CPA in 1986. Mr. Flug attended Columbia Business School, where he received his MBA 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 Chief Executive Officer 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. 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. Lori George has served on the Board of Directors of Shake Shack since October 2022. Ms. George 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. George 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. George 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. George served in a number of roles at TCCC relating to global issues communications, crisis management, stakeholder and community relations, shareowner affairs, social impact, and talent management. Prior to joining TCCC, Ms. George 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. George received her BA in public relations from Howard University and her MA in public communications from American University. In 2019, Ms. George completed a 13-month Executive Leadership Experience Program at Harvard Business School and in 2021, Ms. George is a graduate of Stanford University’s Graduate School of Business Directors’ Consortium and Harvard Business School’s Executive Leadership Experience Program. Ms. George currently serves on the board of directors of the Coca-Cola Bottling Company UNITED, Inc. and the NAACP Foundation. Ms. George previously served as a member of the board of directors of Pioneer Natural Resources (NYSE: PXD). Key Skills and Experience: Ms. George brings to her service on our Board of Directors experience in leadership, risk, growth and strategic planning in complex organizations and in developing and implementing breakthrough programs that meet organizational goals.

  7. Incumbent and Continuing Directors

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

  8. Director Compensation

    Director Compensation The Compensation Committee periodically reviews the director compensation program and its competitiveness relative to the compensation peer group as well as other industry peers. Our non-employee director compensation policy awards each non-employee director a combination of cash and restricted stock units in consideration for his or her service on our Board of Directors as follows: (A) (1) annual cash compensation equal to $60,000, payable in four equal installments following each of the Board’s quarterly meetings, (2) for the chairperson of each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, additional annual cash compensation equal to $10,000, $7,500, and $7,500, respectively, payable in four equal installments following each of the Board’s quarterly meetings, and (3) for the Lead Director, $17,500, payable in four equal installments following each of the Board’s quarterly meetings; and (B) (1) an annual equity award in the form of restricted stock units with an aggregate grant date fair value of $125,000 granted immediately following the annual meeting of stockholders, (2) for the chairperson of each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, an additional annual equity award in the form of restricted stock units with an aggregate grant date fair value of $10,000, $7,500, and $7,500, respectively, granted immediately following the annual meeting of stockholders, and (3) for the Lead Director, an additional annual equity award in the form of restricted stock units with an aggregate grant date fair value of $17,500, granted immediately following the annual meeting of stockholders. With respect to the annual cash compensation, each director may elect to receive all, 75%, or 50% of his or her annual cash compensation in the form of additional restricted stock units. In 2024, we adopted an amended and restated non-employee director compensation policy which includes the option for non-employee directors to defer the settlement of restricted stock units granted in 2025 and thereafter until a specified number of years after the settlement would have otherwise occurred or until the non-employee director’s retirement from our Board. 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, the Board approved revisions to the ownership guidelines in the Company’s director stock ownership policy in 2024 to require 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 five times the annual cash compensation payable for Board service. Non-employee directors have a period of five years from the effective date of the policy, or for newly elected directors, five years from the date of their appointment, to achieve the required stock ownership. The following table sets forth the cash compensation and equity grant for each of our non-employee directors in fiscal 2025. The awards below were made in accordance with the above compensation amounts.

  9. Director Compensation

    | Name | Fees paid in cash ($)(1) | Restricted Stock Units ($)(2)(3) | Total ($) | | Daniel Meyer | - | 185,093 | 185,093 | | Sumaiya Balbale | 17,500 | 200,073 | 217,573 | | Charles Chapman III | - | 185,093 | 185,093 | | Anna Fieler | 30,625 | - | 30,625 | | Jeff Flug | 80,000 | 142,565 | 222,565 | | Lori George | 67,500 | 132,536 | 200,036 | | Jeffrey Lawrence | - | 205,024 | 205,024 | | Joshua Silverman | 15,625 | 185,093 | 200,718 | | Tristan Walker | 60,625 | 125,046 | 185,671 |

  10. Director Compensation

    In fiscal 2025, nine non-employee directors received cash compensation under the non-employee director compensation policy. The fiscal year 2025 includes one quarter of the Board service year that commenced in 2024 and three quarters of the Board service year that commenced in 2025. For the service year that began in 2024, Ms. Fieler received cash compensation in respect to her Board service that ended in 2025. For the service year that began in 2025, Messrs. Meyer, Chapman, Lawrence, Silverman and Ms. Balbale elected to receive their cash compensation in the form of equity compensation. In fiscal 2025, each non-employee director was awarded equity compensation under the non-employee director compensation policy. Fiscal 2025 awards were granted to Board members as of the date of the 2025 annual meeting held on June 4, 2025. (3) As of December 31, 2025, the following non-employee directors held unvested restricted stock units as follows: Mr. Meyer - 1,458; Ms. Balbale - 1,576; Mr. Chapman - 1,458; Mr. Flug - 1,123; Ms. George - 1,044; Mr. Lawrence - 1,615; Mr. Silverman - 1,458; and Mr. Walker - 985. Ms. Fieler, who resigned from the Board as of June 4, 2025, had no remaining unvested equity as of December 31, 2025.

  11. How We Make Compensation Decisions

    | 2025 Peer Group | | | Bloomin Brands, Inc. | Papa John’s International, Inc. | | Brinker International, Inc. | Sweetgreen, Inc. | | CAVA Group, Inc. | Texas Roadhouse, Inc. | | Domino’s Pizza, Inc. | The Cheesecake Factory Inc. | | Dutch Bros Inc. | The Wendy’s Company | | First Watch Restaurant Group, Inc. | Wingstop Inc. | | Jack in the Box Inc. | |

  12. Short-Term Cash Incentive Plan Design

    Short-Term Cash Incentive Plan Design The NEOs are entitled to receive short-term performance-based cash bonuses, the amount of which is based on satisfaction of Company objectives that are approved by the Board of Directors. Cash incentives reward both the achievement of short-term financial targets, as well as the execution of activities to advance our strategic priorities, which support near-term financial performance and long-term strategic objectives. Target short-term incentive opportunities are expressed as a percentage of base salary, earned during the applicable performance period and are based on the individual NEO’s level of responsibility and ability to impact the business results. Below are the annualized threshold, target and maximum award levels approved by the Compensation Committee for 2025, which were unchanged from 2024, as set forth below.

  13. Short-Term Cash Incentive Plan Design

    | | | Target Cash Award Opportunity (as % of Base Salary) | | | | | | | 2024 | | 2025 | | | NEO | Threshold | Target | Maximum | Target | Maximum | | Robert Lynch | —% | 150% | 300% | 150% | 300% | | Katherine Fogertey | —% | 100% | 200% | 100% | 200% | | Stephanie Sentell | —% | 75% | 150% | 75% | 150% |

  14. Short-Term Cash Incentive Plan Design

    2025 Short-Term Cash Incentive Plan Performance Metrics The Compensation Committee approved Adjusted EBITDA, same-Shack sales, and Restaurant-level profit margin to be the performance metrics for the 2025 Short-Term Cash Incentive Plan to be measured on an annual basis.

  15. Short-Term Cash Incentive Plan Design

    | Performance Metrics | 2025 Weighting | | Annual Adjusted EBITDA(1) | 50% | | Annual Same-Shack Sales(2) | 25% | | Annual Restaurant-Level Profit Margin(3) | 25% |

  16. Short-Term Cash Incentive Plan Design

    (1) For purposes of the Short-Term Cash Incentive Plan, the Company defines Adjusted EBITDA as net income before (A) interest expense, (B) income tax expense or benefit, (C) depreciation expense and (D) amortization expense, and excluding certain non-cash and other items not considered in the Company’s evaluation of ongoing operating performance, including equity-based compensation expense, deferred lease costs, Impairments, loss on disposal of assets, and Shack closures, amortization of cloud-based software implementation costs and certain non-recurring charges. Adjusted EBITDA performance (both budget and actual performance) excludes bonuses. (2) For purposes of the Short-Term Cash Incentive Plan, the Company defines same-Shack sales as Shack sales for the comparable Shack base, which is defined as the number of Company-operated Shacks open for 24 full fiscal months or longer. For consecutive days that Shack were temporarily closed, the comparative period is adjusted. Shack sales is defined as the aggregate sales of food, beverages, and Shake Shack branded merchandise at Company-operated Shacks and gift card breakage income. To measure performance on this metric, we calculate the weighted-average of each fiscal month’s same-Shack Sales percentage throughout the measurement period weighted for the number of weeks in each fiscal month, with the exception of periods with a 53rd week as the 53rd week is excluded from same-Shack Sales calculations. (3) For purposes of the Short-Term Cash Incentive Plan, the Company defines Restaurant-level profit margin as Shack sales less Shack-level operating expenses, including Food and paper costs, Labor and related expenses, Other operating expenses and Occupancy and related expenses as a percentage of Shack sales. To measure performance on this metric, we measure the cumulative Restaurant-level profit dollars generated over the measurement period divided by the cumulative Shack sales generated over the measurement period. 2025 Short-Term Cash Incentive Plan Payout The Short-Term Cash Incentive Plan payout is determined by the achievement of the performance metrics approved by the Board of Directors. The table below summarizes the annualized threshold, target, and maximum performance achievement levels and the respective payout results for fiscal 2025.

  17. Short-Term Cash Incentive Plan Design

    | | Performance Achievement Opportunity | | | | Financial Performance Metric | Threshold | Target | Maximum | | Annual Adjusted EBITDA | 90% | 100% | 120% | | Annual Same-Shack Sales | 24% | 100% | 218% | | Annual Restaurant-Level Profit Margin | 91% | 100% | 112% |

  18. Short-Term Cash Incentive Plan Design

    | | Annual | | | | Financial Performance Metric | Performance Target | Actual Performance Achievement | Actual Achievement as % of Target | | Annual Adjusted EBITDA | $229,892,298 | $220,948,591 | 96.1% | | Annual Same-Shack Sales | 4.0% | 2.3% | 57.5% | | Annual Restaurant-Level Profit Margin | 22.5% | 22.6% | 100.4% |

  19. Short-Term Cash Incentive Plan Design

    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. The total amounts of the short-term cash incentives paid to each NEO for fiscal 2025 performance are shown in the table below:

  20. Short-Term Cash Incentive Plan Design

    | NEO | Target Annual Award (% of Base Salary) | Target Annual Incentive Value ($) | Actual Achievement (% of Target) | Total Award Payout Value ($) | | Robert Lynch | 150% | $1,500,000 | 67.5% | $1,011,750 | | Katherine Fogertey | 100% | $615,283 | 67.5% | $415,008 | | Stephanie Sentell | 75% | $430,012 | 67.5% | $290,043 |

  21. Short-Term Cash Incentive Plan Design

    Note: Target annual incentive value is calculated as a percentage of base salary and is prorated to reflect any changes in base salary during the year.

  22. 2026 Short-Term Incentive Plan Design

    2026 Short-Term Incentive Plan Design The Compensation Committee approved Adjusted EBITDA, same-Shack sales, and Restaurant-level profit margin to be the performance metrics for the 2026 Short-Term Cash Incentive Plan to be measured on an annual basis and which will be weighted 50%, 25%, and 25%, respectively.

  23. Long-Term Incentive Plan Design

    Long-Term Incentive Plan Design We provide our NEOs with long-term incentive awards under our 2025 Incentive Award Plan (the “2025 Plan”). Awards under the 2025 Plan are intended to align the interests of our NEOs with those of our stockholders. All awards earned by our NEOs in connection with the 2025 Plan are subject to service conditions and select awards are also subject to performance conditions.

  24. Annual Equity Awards

    Annual Equity Awards In March 2025, consistent with the Company’s practice of granting equity awards annually, the Compensation Committee granted time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) to each of our NEOs. RSUs represented 40% of the award value, are subject to continued employment with us, and have a three-year vesting period. PSUs represented the remaining 60% of the award value, are subject to continued employment with us, and have a three-year vesting period. The PSUs are based on the achievement of two, equally weighted, predetermined financial metrics measured over a three-year cumulative performance period, from fiscal 2025 through fiscal 2027.

  25. Annual Equity Awards

    | Performance Metrics | 2025 PSU Weighting | | Total Revenue(1) | 50% | | Adjusted EBITDA(2) | 50% |

  26. Annual Equity Awards

    For purposes of the annual PSU, the Company defines Total Revenue as revenue, inclusive of revenue from Company-operated Shacks and licensing revenue from international and domestic licensed Shacks. (2) For purposes of the annual PSU, 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 expense, non-cash deferred rent charges, executive transition costs and certain non-recurring charges. Adjusted EBITDA performance is calculated excluding all performance-based bonuses. PSUs are earned to the extent the Company achieves the Total Revenue and Adjusted EBITDA performance metrics over the three-year cumulative performance period. The number of PSUs earned is a percentage of a target amount, ranging from 0% to 200%. 2026 Long-Term Incentive Plan Design For fiscal 2026, the Compensation Committee approved RSU awards with a three-year vesting period and also approved PSU awards with a three-year vesting period as well as a three-year cumulative performance period from fiscal 2026 through fiscal 2028 for Total Revenue and Adjusted EBITDA metrics.

  27. Employment Agreements

    Employment Agreements We entered into an employment agreement with Mr. Lynch, effective as of May 20, 2024 and an employment agreement with Ms. Sentell, effective as of July 1, 2024. The material terms of such agreements are summarized below. Robert Lynch On March 18, 2024, the Board appointed Robert Lynch to serve as the Company’s Chief Executive Officer, effective as of May 20, 2024. In addition, Mr. Lynch was appointed as a member of the Board, also effective as of May 20, 2024. In connection with his appointment, Mr. Lynch entered into an Employment Agreement with the Company The term of Mr. Lynch’s employment will be three (3) years through May 20, 2027, subject to automatic one (1)-year extensions unless either party gives notice of non-extension no later than 90 days prior to the expiration of the then-applicable term. Mr. Lynch received an initial annual base salary of $1.0 million, subject to annual review by the Board, and Mr. Lynch’s annual base salary in 2025 was $1.0 million. Mr. Lynch is eligible to receive an annual bonus, semi-annual bonus, or such other periodic bonus as determined by the Board, in each case based on an annualized target bonus opportunity of 150% of his annual base salary, payable upon the attainment of Company performance goals established by the Board (or the Compensation Committee), with the opportunity to make up to 200%, on an annualized basis, of his annualized target bonus opportunity. Mr. Lynch also received the following signing awards: (i) a cash award equal to a pro rata amount of 150% of his annual base salary, which was paid in fiscal 2025, (ii) an RSU award comprised of RSUs for such number of shares of the Company’s Class A common stock as may be determined based on an aggregate grant date fair value of $1.6 million, and (iii) a PSU award representing the right to receive shares of the Company’s Class A common stock as may be determined based on an aggregate grant date fair value of $4.2 million. Under the employment agreement, Mr. Lynch is also eligible for annual equity awards. Stephanie Sentell On June 20, 2024, the Board appointed Stephanie Sentell to serve as the Company’s Chief Operations Officer, effective as of July 1, 2024. In connection with her appointment, Ms. Sentell entered into an Employment Agreement with the Company. The term of Ms. Sentell’s appointment will be through July 1, 2027, subject to automatic one (1)-year extensions unless either party gives notice of non-extension no later than 90 days prior to the expiration of the then-applicable term. Ms. Sentell received an initial annual base salary of $550,000, subject to annual review by the Company, and Ms. Sentell’s annual base salary in 2025 was $577,500. Ms. Sentell is eligible to receive an annual bonus, semi-annual bonus, or such other periodic bonus as determined by the Board, in each case based on an annualized target bonus opportunity of 75% of her annual base salary, payable upon the attainment of Company performance goals established by the Board (or the Compensation Committee), with the opportunity to make up to 200%, on an annualized basis, of her annualized target bonus opportunity. Ms. Sentell also received the following signing awards: (i) a cash award equal to $750,000, subject to repayment if Ms. Sentell is terminated by the Company for Cause or resigns without Good Reason within 12 months following the date on which the cash award was paid, and (ii) an RSU award comprised of RSUs for such number of shares of the Company’s Class A common stock as may be determined based on an aggregate grant date fair value of $750,000. Under the employment agreement, Ms. Sentell is also eligible for annual equity awards. Katherine Fogertey As previously announced, on November 20, 2025, Katherine Fogertey, the Company’s former Chief Financial Officer, entered into a Transition and Advisory Agreement (the “Transition and Advisory Agreement”). In connection with entering into the Transition and Advisory Agreement, Ms. Fogertey stepped down from her role as Chief Financial Officer and transitioned into a Senior Advisor role, with her senior advisor role ending on March 4, 2026 (the “Resignation Date”). Pursuant to the Transition and Advisory Agreement, Ms. Fogertey continued to receive her base salary and her outstanding RSUs and PSUs continued to vest in accordance with their terms through the Resignation Date. In addition, Ms. Fogertey received 100% of her bonus earned for fiscal year 2025 and her RSUs that were scheduled to vest on July 15, 2026 and March 1, 2027 were accelerated such that they vested on the Resignation Date. As part of the Transition and Advisory Agreement, Ms. Fogertey executed a release of claims against the Company and agreed to non-competition and non-solicitation covenants through March 4, 2027. Severance The employment agreements for each of Mr. Lynch and Ms. Sentell provides for severance upon a termination by us without cause or by Mr. Lynch and Ms. Sentell for good reason, in each case, subject to the execution and non-revocation of a waiver and release of claims by Mr. Lynch or Ms. Sentell, as applicable. Upon such a termination, each of Mr. Lynch and Ms. Sentell is entitled to severance consisting of (a) continued base salary (i) for Mr. Lynch, for 18 months following the date of termination and (ii) for Ms. Sentell, for 12 months following the date of termination, (b) a prorated annual cash bonus for the year of termination based on actual Company performance, and (c) reimbursement of COBRA premiums such that the cost of coverage is equal to the cost for then current employees for up to the applicable severance period described in subpart (a) of this sentence. Upon such a termination, Mr. Lynch is entitled to accelerated vesting of a prorated portion of all of the annual equity awards, along with the signing RSU award described above if applicable, that would have vested within 18 months following the date of termination absent such termination. For purposes of the employment agreements, the Company will have “cause” to terminate each of Mr. Lynch’s or Ms. Sentell’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.

  28. Employment Agreements

    For purposes of the employment agreements, each of Mr. Lynch and Ms. Sentell 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 50 miles from its then current 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. Lynch or Ms. Sentell, 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. Lynch’s or Ms. Sentell’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 employment agreements, Mr. Lynch and Ms. Sentell are subject to certain non-competition and non-solicitation restrictions during employment and for a period of (a) 18 months, in the case of Mr. Lynch, and (b) 12 months, in the case of Ms. Sentell, after termination of employment. During the restricted period, Mr. Lynch 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, and (c) restaurants that derive 50% or 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 Burger are included in the competitive restrictions described above for Mr. Lynch. Ms. Sentell 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 Mr. Lynch or Ms. Sentell violates his or her restrictive covenants. Other Benefits Our NEOs, like our other employees, participate in health and welfare benefit plans, subject to satisfying eligibility requirements. We believe the benefits described above are necessary and appropriate to provide a competitive compensation package. Health & Wellness All of our full-time employees, including our NEOs, are eligible to participate in health and welfare plans maintained by the Company, including: • Medical, dental and vision benefits; • Medical care flexible spending accounts; • Short-term and long-term disability insurance; and • Life insurance. Our NEOs participate in these plans largely on the same basis as other eligible employees. Beginning in July 2018, Shake Shack obtained supplemental individual long-term disability plans for each of the NEOs to provide the same level of coverage provided to all other eligible participants in the group long-term disability plan. Retirement Plan The Company’s employees, including our NEOs, participate in the Company’s 401(k) retirement savings plan (the “401(k) plan”), subject to satisfying eligibility requirements. The Internal Revenue Code (“IRC”) allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. The Company does not currently match contributions made under the 401(k) plan by our NEOs and other highly compensated employees. We believe that providing a vehicle for tax deferred retirement savings through the 401(k) plan adds to the overall desirability of our executive compensation package. Limited Perquisites and Other Personal Benefits We have not provided significant perquisites to our NEOs that are not generally available to other employees. From time to time, we may provide limited benefits for recruitment or retention purposes. In addition, we offer certain health and well-being benefits, such as executive physicals and long-term disability, consistent with our focus on supporting the health of our leadership team. Equity Award Granting Policy Equity compensation awards made to our executive officers must be approved by the Compensation Committee. The Compensation Committee approves and grants annual equity awards, which include RSUs and PSUs, at approximately the same time every year. Outside of the annual grant cycle, the Compensation Committee may, from time to time, grant off-cycle equity awards, such as in connection with a new hire, promotion or retention. All off-cycle equity awards are issued on a pre-determined date following approval by the Compensation Committee. The Compensation Committee does not take material non-public information into account when determining the timing of the grant of equity awards and the timing of the release of material non-public information is not based on affecting the value of executive compensation.

  29. Accounting Considerations

    Accounting Considerations The Compensation Committee considers 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. U.S. GAAP also requires us to record an expense in our financial statements for equity awards, even though equity awards are not paid as cash to employees.

  30. Summary Compensation

    | Named Executive Officer and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Robert Lynch Chief Executive Officer | 2025 | 1,000,000 | — | 5,000,161 | — | 1,011,750 | — | 198,907 | 7,210,818 | | | 2024 | 604,396 | 593,407 | 10,800,213 | — | 1,017,785 | — | 104,064 | 13,119,865 | | Katherine Fogertey Former Chief Financial Officer | 2025 | 615,283 | — | 900,077 | — | 415,008 | — | 11,214 | 1,941,582 | | | 2024 | 568,120 | — | 750,107 | — | 584,950 | — | 11,214 | 1,914,391 | | | 2023 | 492,490 | — | 575,037 | — | 361,700 | — | 8,861 | 1,438,088 | | Stephanie Sentell Chief Operations Officer | 2025 | 573,349 | — | 800,056 | — | 290,043 | — | 54,898 | 1,718,346 | | | 2024 | 268,956 | 750,000 | 750,025 | — | 247,574 | — | 40,768 | 2,057,323 |

  31. 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 31, 2025.

  32. 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) | | Robert Lynch | — | — | — | — | 41,216(2) | 3,345,503 | 98,998(3) | 8,035,668 | | Katherine Fogertey | — | — | — | — | 17,771(4) | 1,442,472 | 7,596(5) | 616,567 | | Stephanie Sentell | — | — | — | — | 9,474(6) | 769,005 | 4,420 | 358,771 |

  33. Outstanding Equity Awards

    (1) Based on the closing price on December 31, 2025. (2) Consists of (i) 14,869 RSUs granted on May 23, 2024 that vest ratably over three installments on May 23, 2026, May 23, 2027, and May 23, 2028; and (ii) 7,930 RSUs granted on May 23, 2024 that vest on May 23, 2026; and (iii) 18,417 RSUs granted on March 1, 2025 that vest ratably over three installments on March 1, 2026, March 1, 2027 and March 1, 2028. Consists of (i) 29,739 PSUs, at target, on May 23, 2024 that cliff vest on May 23, 2028, and are earned based on the achievement of the 2024-2026 cumulative performance metrics as certified by the Compensation Committee after the conclusion of the performance period; (ii) 41,634 PSUs, at target, on May 23, 2024 that cliff vest on May 26, 2027, and are earned based on the achievement of the cumulative performance metrics from May 23, 2024 through May 26, 2027 as certified by the Compensation Committee after the conclusion of the performance period; and (iii) 27,625 PSUs, at target, granted on March 1, 2025 that cliff vest on March 1, 2028, and are earned based on the achievement of the 2025-2027 cumulative performance metrics as certified by the Compensation Committee after the conclusion of the performance period. Consists of (i) 4,299 RSUs granted on July 15, 2021 which vest on July 15, 2026; (ii) 2,496 RSUs granted on March 1, 2022 that vest on March 1, 2026; (iii) 5,038 RSUs granted on March 1, 2023 that vest ratably over two installments on March 1, 2026 and March 1, 2027; (iv) 2,623 RSUs granted on March 1, 2024 that vest ratably over three installments on March 1, 2026, March 1, 2027 and March 1, 2028; and (v) 3,315 RSUs granted on March 1, 2025 that vest ratably over three installments on March 1, 2026, March 1, 2027 and March 1, 2028. (5) Consists of (i) 2,623 PSUs granted on March 1, 2024 that were earned based on the achievement of the 2024 performance metrics as certified by the Compensation Committee after the conclusion of the performance period and which vest equally over three installments on March 1, 2026, March 1, 2027 and March 1, 2028; and (ii) 4,937 PSUs, at target, granted on March 1, 2025 that cliff vest on March 1, 2028, and are earned based on the achievement of the 2025-2027 cumulative performance metrics as certified by the Compensation Committee after the conclusion of the performance period. (6) Consists of 6,527 RSUs granted on July 15, 2024 that vest equally over three installments on , July 15, 2026, July 15, 2027 and July 15, 2028; and ii) 2,947 RSUs granted on March 1, 2025 that vest ratably over three installments on March 1, 2026, March 1, 2027 and March 1, 2028. (7) Consists of (i) 4,420 PSUs, at target, granted on March 1, 2025 that cliff vest on March 1, 2028, and are earned based on the achievement of the 2025-2027 cumulative performance metrics as certified by the Compensation Committee after the conclusion of the performance period.

  34. 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 2025 and the vesting of the RSUs held by the NEOs during fiscal 2025.

  35. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Robert Lynch | — | — | 12,888 | 1,515,887 | | Katherine Fogertey | — | — | 20,038 | 2,298,763 | | Stephanie Sentell | — | — | 2,176 | 298,373 |

  36. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The NEOs did not participate in any nonqualified deferred compensation arrangements as of December 31, 2025.

  37. 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 31, 2025 (with annual bonuses based on actual performance through December 31, 2025), except in the case of Ms. Fogertey, for whom such amounts are based on her compensation received pursuant to her Transition and Advisory Agreement. The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment and, with the exception of Ms. Fogertey, may 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 paid time off.

  38. Potential Payments Upon Termination

    | Potential Payments Upon Termination without Cause or, if applicable, Resignation with Good Reason(1) | | | | | Compensation Element | Mr. Lynch | Ms. Fogertey | Ms. Sentell | | Accrued and Unpaid Salary | $19,231 | $11,885 | $11,106 | | Short-term Bonus | 1,011,750 | 415,008 | 290,043 | | Salary through the Severance Period | 1,500,000 | 106,962 | 577,500 | | Total Cash Payments | 2,530,981 | 533,855 | 878,649 | | Unvested Equity Awards(2) | 5,221,504 | 714,052 | — | | COBRA | 42,144 | — | 27,915 | | TOTAL | $7,794,629 | $1,247,907 | $906,564 | | Potential Payments Upon Termination Due to Death or Disability(1) | | | | | Compensation Element | Mr. Lynch | Ms. Fogertey | Ms. Sentell | | Accrued and Unpaid Salary | $19,231 | — | $11,106 | | Unvested Equity Awards(3) | 3,852,815 | — | 120,862 | | TOTAL | $3,872,046 | — | $131,968 | | Potential Payments Upon Termination within 12 Months of Change in Control (1) | | | | | Compensation Element | Mr. Lynch | Ms. Fogertey | Ms. Sentell | | Accrued and Unpaid Salary and Other Benefits | $19,231 | — | — | | Short-term Bonus | 1,500,000 | — | — | | Salary through the Severance Period | 2,000,000 | — | — | | Total Cash Payments | 3,519,231 | — | — | | Unvested Equity Awards(4) | 5,382,220 | — | — | | COBRA | 56,191 | — | — | | TOTAL | $8,957,642 | — | — |

  39. Potential Payments Upon Termination

    Amounts listed in this table are calculated in accordance with the terms of the applicable employment agreements, or in the case of Ms. Fogertey, the Transition and Advisory Agreement, equity award agreement and governing equity plan documents, as applicable. Equity values are determined based on the closing price of our Class A common stock on December 31, 2025. Actual payouts for PSUs for all termination events would be based on actual results at the end of the applicable performance period; this table uses the target value as an estimate because actual results cannot yet be determined. (2) For Mr. Lynch, reflects the value of the shares of the Company’s Class A Common Stock represented by (i) RSUs granted on May 23, 2024 that vest ratably on May 23, 2026 and May 23, 2027; (ii) PSUs, at target, granted on May 23, 2024 that cliff vest on May 26, 2027 and May 23, 2028; and (iii) RSUs granted on March 1, 2025 that vests ratably on March 1, 2026 and March 1, 2027. For Ms. Fogertey, the amount reflects the acceleration of the RSUs that were scheduled to vest on July 15, 2026 and March 1, 2027 pursuant to the Transition and Advisory Agreement. (3) NEO is entitled to receive a pro-rated portion of the following awards based on the service provided: For Mr. Lynch, reflects the value of the shares of the Company’s Class A Common Stock represented by (i) PSUs, at target, granted on May 23, 2024 that cliff vest on May 26, 2027 and May 23, 2028; and (ii) PSUs, at target, granted on March 1, 2025 that cliff vest on March 1, 2028. For Ms. Sentell, reflects the value of the shares of the Company’s Class A Common Stock represented by PSUs, at target, granted on March 1, 2025 that cliff vest on March 1, 2028. (4) Reflects the value of the shares of the Company’s Class A Common Stock represented by (i) RSUs granted on May 23, 2024 that vest ratably on May 23, 2026, May 23, 2027 and May 23, 2028; (ii) PSUs, at target, granted on May 23, 2024 that cliff vest on May 26, 2027 and May 23, 2028; (iii) RSUs granted on March 1, 2025 that vest ratably on March 1, 2026, March 1, 2027 and March 1, 2028; and (iv) PSUs, at target, granted on March 1, 2025 that cliff vest on March 1, 2028.

  40. CEO Pay Ratio

    CEO Pay Ratio

  41. Pay Versus Performance

    Pay Versus Performance As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (“Item 402”), we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance measures of the Company. CAP is not compensation actually earned by or paid to our NEOs in each respective year. Neither the Compensation Committee nor the executives of our Company directly used the information in this table or the related disclosures when making compensation decisions for 2025. Refer to the Compensation Discussion and Analysis in this Proxy Statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions. The following table shows the total compensation for our CEO and other NEOs as set forth in the Summary Compensation Table, the CAP to our CEO and other NEOs, our total shareholder return (“TSR”), the TSR of the S&P 600 Restaurants Index, our net income, and Adjusted EBITDA, our Company-select Performance measure, over the last five fiscal years.

  42. Pay Versus Performance Table

    Pay Versus Performance Table

  43. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 | | | | | Fiscal Year | Summary Compensation Table for CEO - Randy Garutti | Compensation Actually Paid to CEO - Randy Garutti(1) | Summary Compensation Table for CEO - Robert Lynch | Compensation Actually Paid to CEO - Robert Lynch(1) | Average Summary Compensation Table Total for other NEOs(2) | Average Compensation Actually Paid to Other NEOs(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | Net Income (in millions) | Adjusted EBITDA (in millions)(4) | | 2025 | $— | $— | $7,210,818 | $(369,806) | $1,829,965 | $796,393 | $95.65 | $95.05 | $49.71 | $220.95 | | 2024 | $763,957 | $(1,328,126) | $13,119,864 | $17,115,345 | $1,985,857 | $3,210,206 | $220.23 | $142.63 | $10.82 | $188.03 | | 2023 | $3,557,446 | $5,895,824 | $— | $— | $1,579,427 | $1,605,019 | $126.67 | $121.68 | $21.00 | $144.63 | | 2022 | $3,345,835 | $1,435,005 | $— | $— | $1,421,436 | $407,308 | $70.98 | $97.44 | $(25.97) | $83.97 | | 2021 | $5,466,562 | $4,472,993 | $— | $— | $2,263,343 | $1,389,545 | $116.95 | $122.76 | $(10.11) | $67.53 |

  44. Pay Versus Performance Table

    (1) Item 402 requires certain adjustments to be made to the Summary Compensation Table totals to determine CAP for reporting in the Pay versus Performance Table. CAP is a value calculated under Item 402, but does not necessarily represent cash and/or equity transferred to the NEO without restriction. As required by Item 402, the following table details adjustments made to Summary Compensation Table total compensation values to arrive at CAP values (Note that NEOs do not participate in a defined benefit plan so there are no adjustments for pension benefits, and similarly, there are no adjustments made for dividends):

  45. Pay Versus Performance Table

    | Fiscal Year | Named Executive Officers | Summary Compensation Table Total | Grant Date Value of New Awards | Year End Value of New Awards | Change in Value of Unvested Awards | Change in Value of Vested Awards | Value of Awards That Failed to Meet Vesting Conditions | Total Equity Compensation Actually Paid | Compensation Actually Paid | | 2025 | CEO | $7,210,818 | $(5,000,161) | $3,474,878 | $(5,869,624) | $(185,716) | $— | $(2,580,462) | $(369,806) | | | Other NEOs | $1,829,965 | $(850,067) | $590,756 | $(615,414) | $(158,846) | | $(183,504) | $796,393 | | 2024 | CEO - Randy Garutti | $763,957 | $— | $— | $— | $877,472 | $(2,969,555) | $(2,092,083) | $(1,328,126) | | | CEO - Robert Lynch | $13,119,864 | $(10,800,213) | $14,795,694 | $— | $— | $— | $14,795,694 | $17,115,345 | | | Other NEOs | $1,985,857 | $(750,066) | $1,032,544 | $841,350 | $100,521 | | $1,974,415 | $3,210,206 | | 2023 | CEO | $3,557,446 | $(1,500,028) | $1,996,007 | $1,605,454 | $236,945 | | $3,838,406 | $5,895,824 | | | Other NEOs | $1,579,427 | $(756,808) | $382,586 | $510,913 | $(111,099) | | $782,400 | $1,605,019 | | 2022 | CEO | $3,345,835 | $(1,500,022) | $849,766 | $(1,255,404) | $(5,170) | | $(410,808) | $1,435,005 | | | Other NEOs | $1,421,436 | $(750,048) | $424,904 | $(639,163) | $(49,821) | | $(264,080) | $407,308 | | 2021 | CEO | $5,466,562 | $(3,549,992) | $2,566,569 | $(257,369) | $247,223 | | $2,556,423 | $4,472,993 | | | Other NEOs | $2,263,343 | $(1,883,432) | $1,416,528 | $(487,841) | $80,947 | | $1,009,634 | $1,389,545 |

  46. Pay Versus Performance Table

    (2) The other NEOs include Ms. Fogertey and Ms. Sentell as well as Zachary Koff. Ms. Fogertey’s compensation totals reflect amounts based on her time served in the position of Chief Financial Officer which began in June fiscal 2021. Ms. Sentell’s compensation totals reflect amounts based on her time served in the position of Chief Operations Officer which began in July 2024. Mr. Koff’s compensation total reflects amounts based on his time served in the position of Chief Operations Officer through September 8, 2023, in accordance with the terms of Mr. Koff’s Separation Agreement. (3) TSR is based on the value of an initial fixed investment of $100. The TSR peer group consists of the S&P 600 Restaurants Index. The Company defines Adjusted EBITDA as net income before (A) interest expense, (B) income tax expense or benefit, (C) depreciation expense and (D) amortization expense, and excluding certain non-cash and other items not considered in the Company’s evaluation of ongoing operating performance, including equity-based compensation expense, deferred lease costs, Impairments, loss on disposal of assets, and Shack closures, amortization of cloud-based software implementation costs and certain non-recurring charges. Adjusted EBITDA (both budget and actual performance) excludes bonuses.

  47. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures The charts below show, for the past five fiscal years, the relationship of the Company’s TSR relative to its peers as well as the relationship between the CEO and other NEO CAP and (i) the Company’s TSR; (ii) the Company’s net income; and (iii) the Company’s Adjusted EBITDA.