DEF 14A of Wingstop Inc.
Filed Apr 3, 2025 · FY20240001193125-25-072428
Director Nominees
Director Nominees The Board of Directors is asking you to elect the four nominees named below as Class I directors for terms that expire at the 2028 annual meeting of stockholders and upon the election and qualification of their successors. The following table provides summary information about the four director nominees. For more information about the director nominees, see pages 11 and 12.
Director Nominees
| Name | Experience/Qualifications | Independence Status | Board Positions and Committees | End of Term (if re-elected) | | Krishnan (Kandy) Anand | Corporate Governance, Executive Management, International, Marketing, Operations, Risk Management, and Strategy | Independent | Chair of the Nominating and Corporate Governance Committee; Technology Committee Member | 2028 | | David L. Goebel | Corporate Governance, Executive Management, Marketing, Operations, Restaurant Industry, Retail Industry, and Strategy | Independent | Chair of the Compensation Committee; Nominating and Corporate Governance Committee Member | 2028 | | Thomas R. Greco | Corporate Governance, Executive Management, Financial and Accounting, Marketing, Operations, Retail Industry, Risk Management and Strategy | Independent | Audit Committee Member; Compensation Committee Member | 2028 | | Michael J. Hislop | Corporate Governance, Executive Management, Financial and Accounting, Marketing, Operations, Restaurant Industry, Retail Industry, Risk Management, Strategy, and Technology | Independent | Compensation Committee Member; Technology Committee Member | 2028 |
Board Nominees for Election at the Annual Meeting
Board Nominees for Election at the Annual Meeting The terms of Messrs. Anand, Goebel, Greco, and Hislop, each a Class I director, expire at the Annual Meeting. Upon the recommendation of our Nominating and Corporate Governance Committee, Messrs. Anand, Goebel, Greco, and Hislop have been nominated for re-election. If elected, Messrs. Anand, Goebel, Greco, and Hislop will hold office for a three-year term expiring at the annual meeting of stockholders to be held in 2028. Each director nominee has consented to being named in this Proxy Statement and to serve as a director if elected. The persons named on the accompanying proxy card, or their substitutes, will vote the proxies for the election of the four nominees listed herein, except to the extent authority to vote for one or all of the nominees is withheld. No proposed nominee is being elected pursuant to any arrangement or understanding between the nominee and any other person or persons. If any of the nominees becomes unable or unwilling to serve, the persons named as proxies on the accompanying proxy card, or their substitutes, shall have full discretion and authority to vote or refrain from voting for any substitute nominees in accordance with their judgment.
Director Nominees for Terms Expiring at the 2028 Annual Meeting
Director Nominees for Terms Expiring at the 2028 Annual Meeting
Director Nominees for Terms Expiring at the 2028 Annual Meeting
| KRISHNAN (KANDY) ANAND | | | | Director Since 2018 Age: 67 Independent Nominating and Corporate Governance (Chair) and Technology Committees | | Favorite Wingstop Flavor: | |
Director Nominees for Terms Expiring at the 2028 Annual Meeting
Mr. Anand has been a member of our Board since August 2018. He currently serves as the Chief Executive Officer of Igniting Business Growth, a business consulting company, and as Chairman and Chief Executive Officer of Igniting Consumer Growth Acquisition Company, a special purpose acquisition company. Mr. Anand retired from Molson Coors Brewing Company in November 2019, where he served as Chief Growth Officer beginning in 2016 and President and Chief Executive Officer of Molson Coors International LP from December 2009 to October 2016. Before joining Molson Coors, Mr. Anand held a variety of positions at The Coca-Cola Company, including president of Coca-Cola’s Philippine business from 2007 to 2009. He also served as vice president of Coca-Cola’s Global Commercial Leadership from 2004 to 2007 and as vice president of global brands strategy. He also served in various senior marketing strategy roles with Unilever in India from 1980 to 1996. Mr. Anand has served on the board of directors of British American Tobacco (NYSE: BTI), an international tobacco group, since February 2022. He served on the board of directors of Popeyes Louisiana Kitchen Inc. (NASDAQ: PLKI) from November 2010 to 2017 and Empower, Ltd., a NYSE-listed special purpose acquisition company (NYSE: EMPW), between October 2020 and July 2021.
Director Qualifications
Director Qualifications Mr. Anand’s experience as a chief growth officer, executive leader of international operations and other marketing, M&A and strategy roles enables him to provide valuable guidance on business leadership, growth strategies, branding and operations. He also has experience on other public company boards, including a restaurant in the chicken category, which enables him to bring industry, corporate governance, compensation and other insights to our Board.
Director Qualifications
| DAVID L. GOEBEL | | | | Director Since 2017 Age: 74 Independent Compensation (Chair) and Nominating and Corporate Governance Committees | | Favorite Wingstop Flavor: | |
Director Qualifications
Mr. Goebel has been a member of our Board since November 2017. He is the founding principal and President of Santoku, Inc., a private company formed in 2008 that operates a fast-casual pizza concept under the name Pie Five Pizza Company and Cultivare Greens & Grains. He also served as acting President and Chief Executive Officer of Mr. Goodcents Franchise Systems, Inc., the franchisor of Goodcents Deli Fresh Subs, from 2010 until December 2014. From 2001 to 2007, he served in various executive positions at Applebee’s International, Inc., including as President and Chief Executive Officer in 2006 and 2007, during which time it operated nearly 2,000 restaurants in the United States and abroad. Prior to that, Mr. Goebel was President of Summit Management, Inc., a consulting group specializing in executive development and strategic planning. Prior to that, he was the Chief Operating Officer of Finest Foodservice, LLC, a Boston Chicken/Boston Market franchise that he founded and co-owned, which was responsible for developing 80 restaurants within a seven-state area from 1994 to 1998. He currently serves as Chairman of the Board, and was previously Lead Director, of Jack In the Box Inc. (NASDAQ: JACK), and as a board member of Murphy USA Inc., a gas/convenience food company (NYSE: MUSA). Mr. Goebel has been a partner and faculty member for The ExCo Group (formerly known as Merryck & Co.), a global firm providing executive coaching and mentoring services, since May 2008. Mr. Goebel’s more than 40 years of experience in the retail, food service, and hospitality industries provides him with extensive business, operational, management, and leadership development experience, as well as unique insights into restaurant operations, restaurant and concept development, supply chain management, franchising, executive development, risk assessment, risk management, succession planning, executive compensation, and strategic planning that enable him to provide valuable guidance to the Board.
Director Qualifications
| | WINGSTOP INC. 2025 PROXY STATEMENT | 11 |
Director Qualifications
| MICHAEL J. HISLOP | | | | Director Since 2011 Age: 70 Independent Compensation and Technology Committees | | Favorite Wingstop Flavor: | |
Director Qualifications
Mr. Hislop has been a member of our Board since October 2011. He served as Chairman of Corner Bakery, a national bakery-cafe chain, from February 2006 to March 2020 and served as its Chief Executive Officer from February 2006 to October 2015. In addition, Mr. Hislop was the Chairman of Il Fornaio from 2001 until June 2020, served as its Chief Executive Officer from 1998 until October 2015, and prior to that, served as President and Chief Operating Officer of Il Fornaio beginning in 1995. Prior to Il Fornaio, he was Chairman and Chief Executive Officer for Chevys Mexican Restaurants, where he built the company’s infrastructure in preparation for taking it public. He has also served in a number of operating positions at El Torito Mexican Restaurants and T.G.I. Friday’s. In 2010, Mr. Hislop was recognized by the International Foodservice Manufacturers Association with the Silver Plate award, which pays tribute to the most outstanding and innovative talents in foodservice operations, and in 2013, he received Nation’s Restaurant News’ Golden Chain Award, an honor bestowed on those representing the very best that the restaurant industry has to offer.
Director Qualifications
Director Qualifications Mr. Hislop’s experience as a chief executive officer and chief operating officer in the restaurant industry and vast knowledge of franchise operations provide him with valuable and relevant experience in operations, brand management, consumer strategy, and leadership of complex organizations. This expertise, as well as his knowledge of corporate governance gained from service on a number of boards, make him an excellent resource for, and valued member of, the Board.
Director Qualifications
| THOMAS R. GRECO | | | | Director Since 2024 Age: 66 Independent Audit and Compensation Committees | | Favorite Wingstop Flavor: | |
Director Qualifications
Thomas Greco has been a member of our Board since December 2024. Mr. Greco previously served as Director, President, Chief Executive Officer of Advance Auto Parts, Inc. (NYSE: AAP) from April 2016 to September 2023. Prior to that, Mr. Greco served as Chief Executive Officer of Frito-Lay North America, a unit of PepsiCo, Inc., from 2011 to 2016, where he was responsible for overseeing PepsiCo’s snack and convenient foods business in the U.S. and Canada. Mr. Greco served in roles of increasing responsibility at PepsiCo since joining the company in 1986. Before joining PepsiCo, he worked at The Procter & Gamble Company. Mr. Greco serves on the board of directors of Tapestry, Inc. (NYSE: TPR), Centene Corporation (NYSE: CNC), A Parent Media Co. Inc., and as chair of the board of directors of the Sabra Dipping Company, LLC, a joint venture between PepsiCo and the Strauss Group. He also serves on the board of the American Heart Association.
Director Qualifications
Director Qualifications Mr. Greco’s prior experience as a chief executive officer of several public companies provides the Board with valuable managerial, business, and strategic expertise. Additionally, Mr. Greco’s experience gained through his service on other public company boards makes him an excellent resource for both the Board and Company management.
Director Qualifications
| The Board of Directors recommends that you vote FOR each director nominee. |
Director Qualifications
| 12 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Continuing Directors with Terms Expiring at the 2026 or 2027 Annual Meetings
Continuing Directors with Terms Expiring at the 2026 or 2027 Annual Meetings The directors listed below will continue in office for the remainder of their terms and until their respective successor is duly elected and qualified or until their earlier death, resignation, or removal.
Continuing Directors with Terms Expiring at the 2026 or 2027 Annual Meetings
| LYNN CRUMP-CAINE | | | | Director Since 2017 Age: 68 Independent Chair of the Board of Directors Nominating and Corporate Governance Committee | | Favorite Wingstop Flavor: | |
Continuing Directors with Terms Expiring at the 2026 or 2027 Annual Meetings
Ms. Crump-Caine is our Board Chair and has been a member of our Board since January 2017. Ms. Crump-Caine brings more than 30 years of restaurant industry experience to our Board, having previously served as Executive Vice President of Worldwide Operations for McDonald’s Corporation, where her responsibilities included developing growth strategies, standards and systems, global supply chain, real estate development, and innovation worldwide. Prior to this role, she held numerous executive level positions including Executive Vice President, U.S. Restaurant Systems and Senior Vice President of U.S. Operations. Previously, Ms. Crump-Caine founded, and was Chief Executive Officer of, OutsideIn Consulting, an organizational performance and strategy development consulting firm. Ms. Crump-Caine brings substantial public company governance experience, having served on several public company and nonprofit company boards. Her current directorships include Thrivent Financial, Advocate Healthcare, and The Exco Group. Her former directorships include G&K Services and Krispy Kreme Doughnuts, Inc. Ms. Crump-Caine also serves as the Chair of the Board and a mentor with The ExCo Group (formerly known as Merryck & Co.), a global firm providing executive coaching and mentoring services.
Director Qualifications
Director Qualifications Ms. Crump-Caine’s far-reaching restaurant industry knowledge and operational experience, including in various senior positions with McDonald’s Corporation, provides her with valuable and relevant experience in understanding and advising on complex operating systems, growth strategies, training, and brand development. In addition, her many years of public company board service provide her with valuable experience in corporate governance and risk management. Ms. Crump-Caine’s term will expire at the annual meeting of stockholders to be held in 2026.
Director Qualifications
| KATE S. LAVELLE | | | | Director Since 2019 Age: 59 Independent Audit (Chair) and Technology Committees | | Favorite Wingstop Flavor: | |
Director Qualifications
Ms. Lavelle has been a member of our Board since March 2019. Ms. Lavelle has more than 20 years of experience in finance and accounting, including 12 years in the restaurant and food service industry. Ms. Lavelle served as the Executive Vice President and Chief Financial Officer of Dunkin’ Brands, Inc. from December 2004 until July 2010. Prior to that, she was Global Senior Vice President for Finance and Chief Accounting Officer of LSG Sky Chefs, a wholly owned subsidiary of Lufthansa Airlines, from January 2003 until August 2004, and also served in various other management positions for LSG Sky Chefs from March 1998 until January 2003. She began her career at Arthur Andersen LLP where for more than 10 years she served as Senior Audit Manager in charge of administration of audits and other professional engagements. Ms. Lavelle served on the board of directors of Sonic Inc. from 2012 until 2018. Ms. Lavelle has also previously served as a director of Jones Lang LaSalle, a global financial and professional services firm.
Director Qualifications
Director Qualifications Ms. Lavelle’s significant financial and accounting experience as chief financial officer and in other senior leadership roles with restaurant and other companies, as well as her experience as a director for a publicly traded restaurant company, make her a valued member of our Board. She has knowledge of complex financial and accounting matters that enables her to provide guidance on matters such as corporate administration, strategic planning, corporate finance, financial reporting, mergers and acquisitions, and leadership of complex organizations. Ms. Lavelle’s term will expire at the annual meeting of stockholders to be held in 2027.
Director Qualifications
| | WINGSTOP INC. 2025 PROXY STATEMENT | 13 |
Director Qualifications
| KILANDIGALU (KAY) M. MADATI | | | | Director Since 2017 Age: 52 Independent Audit and Technology (Chair) Committees | | Favorite Wingstop Flavor: | |
Director Qualifications
Mr. Madati has been a member of our Board since March 2017. Mr. Madati is an accomplished digital, marketing, and media executive, with global management and business-transformation experience at some of the world’s most renowned companies. Mr. Madati most recently served as the Chief Commercial Officer for FIFA, the international governing body of association football, futsal and beach soccer, from July 2021 to August 2022. Formerly, he was Global VP and Head of Content Partnerships of Twitter, Inc. from 2017 to 2020 and Executive Vice President and Chief Digital Officer of BET Networks, a subsidiary of Viacom, Inc., from 2014 to late 2017. Prior to that, he was Head, Entertainment & Media, Global Marketing Solutions for Facebook, an online social media and social networking service, from 2011 to 2014, and Vice President, Audience Experience & Engagement, at CNN Worldwide, a television news channel, from 2008 to 2011. Prior to that, he served in various leadership roles with Community Connect, a social-networking company, Octagon Worldwide, a leader in sports entertainment marketing, and BMW of North America, a worldwide automaker.
Director Qualifications
Director Qualifications Mr. Madati’s experience as a chief commercial officer, head of content partnerships, chief digital officer, and other senior executive leadership roles working with media companies across a broad spectrum of industries, and knowledge of complex digital marketing and audience engagement matters provide him with valuable and relevant experience in digital media, strategic planning, marketing, and leadership of complex organizations, and provide him with the qualifications and skills to serve as a director. Mr. Madati’s term will expire at the annual meeting of stockholders to be held in 2027.
Director Qualifications
| WESLEY S. MCDONALD | | | | Director Since 2016 Age: 62 Independent Audit and Compensation Committees | | Favorite Wingstop Flavor: | |
Director Qualifications
Mr. McDonald has been a member of our Board since May 2016. From 2003 to 2017, he served as an officer of Kohl’s Corporation, where he oversaw financial planning and analysis, investor relations, financial reporting, accounting operations, tax, treasury, non-merchandise purchasing, credit, and capital investment. He was promoted to Senior Executive Vice President, Chief Financial Officer in 2010 and to Principal Officer, Chief Financial Officer in 2015. Prior to joining Kohl’s, Mr. McDonald served as Chief Financial Officer and Vice President of Abercrombie & Fitch Co. Earlier in his career, he held several positions of increasing responsibility at Target Corporation. Mr. McDonald has been a member of the board of directors of Urban Outfitters, Inc. (NASDAQ: URBN) since May 2019, currently serves as its audit committee chair and is a member of its compensation committee. Mr. McDonald previously served on the board of The Children’s Place (NASDAQ: PLCE) between May 2023 and May 2024.
Director Qualifications
Director Qualifications Mr. McDonald’s experience as a chief financial officer and in other senior executive leadership roles working with publicly traded consumer products companies, and knowledge of complex financial matters provide him with valuable and relevant experience in corporate administration, strategic planning, corporate finance, financial reporting, mergers and acquisitions, and leadership of complex organizations, and provide him with the qualifications and skills to serve as a director. Mr. McDonald’s term will expire at the annual meeting of stockholders to be held in 2026.
Director Qualifications
| 14 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Director Qualifications
| MICHAEL J. SKIPWORTH | | | | Director Since 2022 Age: 47 Not Independent President and Chief Executive Officer | | Favorite Wingstop Flavor: | |
Director Qualifications
Mr. Skipworth has served as our Chief Executive Officer and a member of our Board since March 2022. He has served as our President since August 2021. Prior to being appointed as Chief Executive Officer, Mr. Skipworth served as our Chief Operating Officer from August 2021 until March 2022 and, prior to that, served as Executive Vice President and Chief Financial Officer from February 2018 to August 2021 and Senior Vice President and Chief Financial Officer from August 2017 to February 2018. He joined Wingstop in December 2014 as Vice President, Corporate Controller, and served as Vice President of Finance from January 2016 to June 2017. In June 2017, Mr. Skipworth was appointed as our interim Chief Financial Officer and served in that role until his appointment as Chief Financial Officer in August 2017. Prior to joining Wingstop, Mr. Skipworth served as Senior Vice President of Finance and Accounting and Vice President, Corporate Controller at Cardinal Logistics Holdings, LLC, and as an audit senior manager at KPMG LLP.
Director Qualifications
Director Qualifications Mr. Skipworth’s extensive experience in the restaurant industry, including his prior service as our Chief Operating Officer, Chief Financial Officer and his current service as our President and Chief Executive Officer, provide the Board with valuable insights into the Company and its industry. Mr. Skipworth’s term will expire at the annual meeting of stockholders to be held in 2027.
Director Qualifications
| ANNA (ANIA) M. SMITH | | | | Director Since 2022 Age: 50 Independent Compensation and Technology Committees | | Favorite Wingstop Flavor: | |
Director Qualifications
Ms. Smith has been a member of our Board since July 2022. She has served as Chief Executive Officer at Taskrabbit, a global digital platform owned by Ingka (IKEA) that connects people seeking help with household tasks such as furniture assembly, handy work and moving services with those who can provide such assistance, since August 2020. Prior to joining Taskrabbit, she was Director, Head of Courier Operations at Uber from August 2019 to June 2020. From April 2015 to May 2018, Ms. Smith held several positions at Airbnb including Head of Business Operations, North America; Operations, Host Services; and Senior Lead, Host Growth.
Director Qualifications
Director Qualifications Ms. Smith’s experience as a chief executive officer and head of operations at multiple eCommerce companies provides her with valuable and relevant global experience in operations, marketplace platforms, technology, human resources, business development and strategy with broad-based skills spanning product, marketing, and operational execution, particularly for marketplaces, all of which provide her with the qualifications and skills to serve as a director. Ms. Smith’s term will expire at the annual meeting of stockholders to be held in 2026.
Director Qualifications
| | WINGSTOP INC. 2025 PROXY STATEMENT | 15 |
Director Qualifications
| CORPORATE GOVERNANCE | |
Selection of Director Nominees
Selection of Director Nominees
Director Compensation
Director Compensation Our director compensation program is designed to attract, motivate, and retain highly qualified directors and align their interests with those of our stockholders. We compensate non-employee directors with a combination of cash and equity awards as described below. The Compensation Committee periodically reviews the director compensation program and recommends proposed changes for approval by the Board. As part of this review, the Compensation Committee considers the significant amount of time expended, and the skill level required, by each non-employee director in fulfilling his or her duties on the Board, each director’s role and involvement on the Board and its committees, and market data prepared by its independent compensation consultant, FW Cook. The Compensation Committee reviews with FW Cook the competitiveness of the Company’s non-employee director compensation program, including annual cash and equity retainers for the non-employee directors and cash retainers for committee members. For 2024, our non-employee director compensation was as follows:
Director Compensation
| Recipient(s) | Annual Cash Compensation ($)(1) | | Non-employee directors | 80,000 | | Chair of the Board | 60,000 | | Audit committee chair | 20,000 | | Audit committee members (excluding chair) | 5,000 | | Compensation committee chair | 15,000 | | Compensation committee members (excluding chair) | 5,000 | | Nominating and corporate governance committee chair | 12,500 | | Nominating and corporate governance committee members (excluding chair) | 5,000 | | Technology committee chair | 12,500 | | Technology committee members (excluding chair) | 5,000 |
Director Compensation
| (1) Amounts for leadership positions and committee memberships are in addition to the $80,000 annual retainer. Chairs of a committee receive the retainer listed for committee chair but not the retainer for committee member. |
Director Compensation
In addition to the annual cash retainers set forth above, in 2024, each of our non-employee directors was entitled to receive an annual equity award consisting of a number of shares of restricted stock having a total fair market value of $130,000 (or $190,000 in the case of the Chair of the Board) on the date of grant, with the date of grant being the date of our annual meeting of stockholders, and such shares of restricted stock vesting on the first anniversary of the date of grant. Restricted stock awards accrue dividend equivalents, which are paid at vesting. New directors appointed after the annual meeting of stockholders receive a pro-rated equity award. The 2024 Omnibus Plan limits the value of non-employee director equity awards to $400,000 per fiscal year per non-employee director. Under our non-employee director compensation policy, we also reimburse directors for all reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including travel expenses in connection with Board and committee meetings.
Director Compensation
| 32 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Director Compensation
The following table sets forth the compensation earned by our non-employee directors during 2024. Mr. Skipworth, our Chief Executive Officer, does not receive additional compensation for his service as a director. See “Executive Compensation—Summary Compensation Table” for information concerning the compensation earned by Mr. Skipworth during 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Independent Directors and Director Nominees | | | | | Lynn Crump-Caine, Chair | 150,000 (3) | 190,000 (4) | 340,000 | | Krishnan (Kandy) Anand | 97,500 (5) | 130,000 (6) | 227,500 | | David L. Goebel | 100,000 (7) | 130,000 (6) | 230,000 | | Thomas R. Greco | — (8) | 56,274 (9) | 56,274 | | Michael J. Hislop | 90,000 (10) | 130,000 (6) | 220,000 | | Kate S. Lavelle | 105,000 (11) | 130,000 (6) | 235,000 | | Kilandigalu (Kay) M. Madati | 97,500 (12) | 130,000 (6) | 227,500 | | Wesley S. McDonald | 90,000 (13) | 130,000 (6) | 220,000 | | Ania M. Smith | 90,000 (14) | 130,000 (6) | 220,000 |
Director Compensation
| (1) Amounts represent the grant date fair value of restricted stock granted to such director in 2024, computed in accordance with ASC 718, using the closing price of the Company’s common stock on the date of grant (i.e., $381.12 for restricted stock granted on May 23, 2024 and $300.31 for restricted stock granted on December 16, 2024). |
Director Compensation
| (2) The aggregate number of unvested restricted stock awards held by each director listed in the table above as of December 28, 2024 was as follows: |
Director Compensation
| Name | Unvested Shares of Restricted Stock | | Lynn Crump-Caine, Chair | 499 | | Krishnan (Kandy) Anand | 342 | | David L. Goebel | 342 | | Thomas R. Greco | 188 | | Michael J. Hislop | 342 | | Kate S. Lavelle | 342 | | Kilandigalu (Kay) M. Madati | 342 | | Wesley S. McDonald | 342 | | Ania M. Smith | 342 |
Director Compensation
| (3) Represents the cash retainer fees paid to Ms. Crump-Caine for services as (i) a director, (ii) Chair of the Board, and (iii) member of the Audit Committee and the Nominating and Corporate Governance Committee. |
Director Compensation
| (4) Represents the grant date fair value of an award of 499 shares of restricted stock granted on May 23, 2024 to Ms. Crump-Caine as Chair of the Board. These shares of restricted stock will vest in full on the first anniversary of the date of grant. |
Director Compensation
| (5) Represents the cash retainer fees paid to Mr. Anand for services as (i) a director, (ii) chair of the Nominating and Corporate Governance Committee and (iii) member of the Technology Committee. |
Director Compensation
| | WINGSTOP INC. 2025 PROXY STATEMENT | 33 |
Director Compensation
| (6) Represents the grant date fair value of an award of 342 shares of restricted stock granted on May 23, 2024. These shares of restricted stock will vest in full on the first anniversary of the date of grant. |
Director Compensation
| (7) Represents the cash retainer fees paid to Mr. Goebel for services as (i) a director, (ii) chair of the Compensation Committee and (iii) member of the Nominating and Corporate Governance Committee. |
Director Compensation
| (8) Mr. Greco joined the Board in December 2024 and did not earn any director fees in 2024. |
Director Compensation
| (9) Represents the grant date fair value of a pro-rated award of 188 shares of restricted stock granted on December 16, 2024 to Mr. Greco. These shares of restricted stock will vest in full on May 23, 2025. |
Director Compensation
| (10) Represents the cash retainer fees paid to Mr. Hislop for services as (i) a director and (ii) member of the Compensation Committee and the Technology Committee. |
Director Compensation
| (11) Represents the cash retainer fees paid to Ms. Lavelle for services as (i) a director, (ii) chair of the Audit Committee and (iii) member of the Technology Committee. |
Director Compensation
| (12) Represents the cash retainer fees paid to Mr. Madati for services as (i) a director, (ii) chair of the Technology Committee, and (iii) member of the Audit Committee. |
Director Compensation
| (13) Represents the cash retainer fees paid to Mr. McDonald for services as (i) a director and (ii) member of the Audit Committee and the Compensation Committee. |
Director Compensation
| (14) Represents the cash retainer fees paid to Ms. Smith for services as (i) a director and (ii) member of the Compensation Committee and the Technology Committee. |
Director Compensation
| 34 | WINGSTOP INC. 2025 PROXY STATEMENT | |
2024 Executive Compensation Program Overview and Compensation Philosophy
| • | support the Company’s strategic objectives, including achieving long-term, sustainable growth and increasing stockholder value; and |
2024 Executive Compensation Program Overview and Compensation Philosophy
| • | encourage strong financial performance on an annual and long-term basis, in each case without encouraging excessive or inappropriate risk taking. |
Overview
| • | compensation compared to benchmark roles at peer companies; and |
Parties Responsible for Determining Executive Compensation
| • | Has sole authority to continue or terminate its relationship with outside advisors, including FW Cook, its independent compensation consultant, and to retain additional outside advisors as it deems necessary. |
Parties Responsible for Determining Executive Compensation
| • | Requires that its compensation consultant (currently FW Cook) be independent and reviews such independence at least annually. |
Parties Responsible for Determining Executive Compensation
| • | Works closely with the Chief People Officer and provides input to the Compensation Committee on our compensation program design, including our short-term and long-term incentive compensation plans and other benefits. |
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return The Compensation Committee relies on several factors in its review of total direct compensation opportunities for our executive officers, including a review of peer group data and available market data from industry surveys. Generally, our Compensation Committee targets total direct compensation for our executives within a competitive range of the median for our peer group and available market data. The Compensation Committee uses peer group data as a point of reference for designing our compensation programs and setting compensation levels. The Compensation Committee does not use peer group data as a single determinative factor, but rather as an external check to verify that our executive compensation programs are reasonable and competitive.
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return
| 46 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return
To develop the composition of the peer group for purposes of establishing 2024 compensation, our Compensation Committee, in consultation with FW Cook, reviewed companies using a number of criteria. Potential peer companies were identified by assessing companies with the following characteristics: (i) companies in similar industries or other high growth industries (due to the limited number of high growth companies in the restaurant industry and the similarity of compensation programs among high growth companies across industries); (ii) companies with revenue and market capitalization ranging from one-third times to three times the Company’s revenue and market capitalization (also using the Company’s system-wide sales for comparison to other restaurant companies to acknowledge the operating complexity of the Company’s operations); and (iii) companies with high revenue and EBITDA growth and a high three-year total shareholder return.
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return
| The companies comprising our peer group for purposes of establishing 2024 compensation were: | | | BJ’s Restaurants, Inc. | Papa John’s International, Inc. | | Bloomin’ Brands, Inc. | Planet Fitness, Inc. | | Brinker International, Inc. | Rapid7, Inc. | | Darden Restaurants, Inc. | Shake Shack Inc. | | Denny’s Corporation | TechTarget Inc. | | Dine Brands Global, Inc. | Tenable Holdings, Inc. | | Domino’s Pizza, Inc. | Texas Roadhouse, Inc. | | Five9, Inc. | The Cheesecake Factory Incorporated | | Freshpet, Inc. | The Wendy’s Company | | Jack in the Box Inc. | |
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return
| | WINGSTOP INC. 2025 PROXY STATEMENT | 47 |
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return
In 2024, we achieved our 21st consecutive year of same-store sales growth and continued to deliver strong value to our stockholders, including through the repurchase of 720,804 shares of our common stock at an average share price of $339.95 per share. Wingstop outperformed each restaurant industry member of its peer group in fiscal year 2024 with respect to both one-year and three-year domestic same-store sales growth. The following two graphs set forth a comparison of our one-year and three-year total shareholder returns to the one-year and three-year total shareholder returns of each member of our compensation peer group for the periods of January 1, 2024 to December 31, 2024, and January 1, 2022 to December 31, 2024, respectively:
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return
| 48 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return
| | WINGSTOP INC. 2025 PROXY STATEMENT | 49 |
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return
The following graph sets forth, for each member of our compensation peer group in the restaurant industry (or, with respect to restaurant groups in the peer group, their subsidiary brands), a comparison of our one-year domestic same-store sales growth to the one-year domestic same-store sales growth of those peers for the period of January 1, 2024 to December 31, 2024:
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return
| 50 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return
The following graph sets forth, for each member of our compensation peer group in the restaurant industry (and, with respect to restaurant groups in the peer group, their subsidiary brands), a comparison of our three-year domestic same-store sales growth to the three-year domestic same-store sales growth of those peers for the period of January 1, 2022 to December 31, 2024: In March 2025, the Compensation Committee, in consultation with FW Cook, undertook a comprehensive review of the peer group. Potential peer companies were identified by assessing companies with the following characteristics: (i) companies in similar industries or other high growth industries (due to the limited number of high growth companies in the restaurant industry and the similarity of compensation programs among high growth companies across industries); (ii) companies with system-wide sales, corporate sales and market capitalization ranging from one-third times to three times the Company’s system-wide sales, corporate sales and market capitalization; and (iii) companies with high revenue and EBITDA growth and a high three-year total shareholder return. Based on these peer group selection criteria, the Compensation Committee, in consultation with FW Cook, determined to use the same compensation peer group for purposes of establishing 2025 compensation as it used in 2024, except for (i) the removal of BJ’s Restaurants, Inc., Denny’s Corporation, and TechTarget Inc. and (ii) the addition of CAVA Group, Inc. and Dutch Bros Inc.
Market Data, Competitive Positioning and Compensation Peer Group; Total Shareholder Return
| | WINGSTOP INC. 2025 PROXY STATEMENT | 51 |
Elements of Executive Compensation
| • | a performance-based annual cash incentive; and |
Elements of Executive Compensation
| • | performance-based and service-based equity incentive awards. |
Performance-Based Annual Cash Incentives
Performance-Based Annual Cash Incentives Pursuant to the 2024 Omnibus Plan, each of our named executive officers is eligible to earn a performance-based annual cash incentive. Named executive officers can receive from 0% to 200% of their target annual cash incentive amount, depending on the extent to which the applicable pre-established performance goals are achieved. The types of measures, relative weightings, and performance goals are determined by the Compensation Committee each year.
Performance-Based Annual Cash Incentives
| 52 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Performance-Based Annual Cash Incentives
The Compensation Committee sets performance-based annual cash incentive targets and performance goals to advance our interests and the interests of our stockholders by (i) providing certain employees, including our named executive officers, with incentive compensation that is tied to the achievement of pre-established, objective performance goals, (ii) identifying and rewarding superior performance and providing competitive compensation to attract, motivate, and retain employees who have outstanding skills and abilities, and (iii) fostering accountability and teamwork throughout the Company. The Compensation Committee administers the performance-based annual cash incentive plan and determines the amounts of the awards. Payouts of performance-based annual cash incentives have historically been paid in March of the year following the year in which the amount was earned. The 2024 target bonus for each named executive officer was as follows:
Performance-Based Annual Cash Incentives
| Name | Base Salary ($) | Target Annual Incentive Amount ($) | | Michael J. Skipworth | 800,000 | 900,000 | | Alex R. Kaleida | 525,000 | 350,000 | | Donnie S. Upshaw | 515,000 | 300,000 | | Marisa J. Carona | 515,000 | 300,000 | | Albert G. McGrath | 485,000 | 250,000 |
Performance-Based Annual Cash Incentives
For 2024, the Compensation Committee set two performance measures for the performance-based annual cash incentive plan. The Adjusted EBITDA growth performance measure was weighted at 80%, and the net new units performance measure was weighted at 20%. The outcome of each performance measure was determined independently, weighted, and then aggregated for purposes of determining the payout under the performance-based annual cash incentive plan. For the Adjusted EBITDA growth performance measure, Adjusted EBITDA (which is a non-GAAP measure) is defined as net income before interest expense, net, income tax expense (benefit), and depreciation and amortization, further adjusted for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, and stock-based compensation expense. For a reconciliation of net income to Adjusted EBITDA and for further discussion of Adjusted EBITDA as a non-GAAP measure, see Appendix I. The performance targets for the Adjusted EBITDA growth and net new units measures, together with their respective weightings and payouts for the 2024 performance-based annual cash incentive were as follows:
Performance-Based Annual Cash Incentives
| Adjusted EBITDA Growth (weighted 80%) | | Net New Units (weighted 20%) | | | Performance* | Payout | Performance* | Payout | | 17.5% | 200% | 280 | 200% | | 17.0% | 180% | 278 | 188% | | 16.5% | 160% | 276 | 175% | | 16.0% | 140% | 274 | 150% | | 15.5% | 120% | 272 | 125% | | 15.0% | 100% | 270 | 100% | | 14.0% | 98% | 265 | 95% | | 13.0% | 96% | 260 | 90% | | 12.0% | 90% | 255 | 85% | | 10.0% | 80% | 250 | 75% | | 8.0% | 70% | 245 | 50% | | 7.0% | 50% | 225 | 25% | | <7.0% | 0% | <225 | 0% |
Performance-Based Annual Cash Incentives
| * If performance is achieved at a level that is between the achievement levels set forth above, the payout level is determined through straight-line interpolation. |
Performance-Based Annual Cash Incentives
| | WINGSTOP INC. 2025 PROXY STATEMENT | 53 |
Performance-Based Annual Cash Incentives
In March 2025, the Compensation Committee certified the performance of our Adjusted EBITDA growth metric at 44.8% over the prior year, which exceeded the maximum growth target for Adjusted EBITDA of 17.5%. Additionally, the Compensation Committee certified that the Company opened 349 net new units in 2024, which exceeded the maximum performance target of 280 net new units. As a result, the Compensation Committee approved a payout of the performance-based annual cash incentive for fiscal year 2024 at 200% of the target amount to our named executive officers, as follows:
Performance-Based Annual Cash Incentives
| Name | Target Performance-Based Annual Incentive Amount ($) | Performance Payout Percentage(1) | 2024 Payout ($)(1) | | Michael J. Skipworth | 900,000 | 200% | 1,800,000 | | Alex R. Kaleida | 350,000 | 200% | 700,000 | | Donnie S. Upshaw | 300,000 | 200% | 600,000 | | Marisa J. Carona | 300,000 | 200% | 600,000 | | Albert G. McGrath | 250,000 | 200% | 500,000 |
Performance-Based Annual Cash Incentives
| (1) All performance-based annual incentive amounts were calculated and paid as a percentage of target based on actual achievement of the performance metrics. |
Equity Incentive Awards
Equity Incentive Awards The following table summarizes the key elements of the performance-based and service-based equity incentive awards granted to our named executive officers in 2024:
Equity Incentive Awards
| Award | Percentage | Terms | Objectives | | Performance-Based Restricted Stock Units | 60% | • Return on Incremental Invested Capital performance metric • Cliff vests following a three-year performance period • Payout ranges from 0% to 250% of target | Incentivize capital efficiency and create long-term stockholder value | | Service-Based Restricted Stock Units | 40% | • Time-based restricted stock units • Vests ratably over a three-year service period | Incentivize retention and create long-term stockholder value |
Equity Incentive Awards
The equity incentive compensation earned by, paid to, or realized by our named executive officers may differ from the percentage allocations described above due to actual performance relative to applicable performance measures. We provide equity incentive compensation to align our executives’ interests with the long-term interests of our stockholders. We believe that equity incentive awards encourage a long-term focus and decision-making that is in line with our mission and strategic goals. We also grant equity incentive awards in order to attract, motivate, and retain executive talent. Our Compensation Committee typically grants equity incentive awards to certain employees, including our named executive officers, annually. In addition, the Compensation Committee grants equity awards to certain newly hired or promoted employees and/or for retention purposes. Fiscal Year 2024 Equity Grants. In fiscal year 2024, the Compensation Committee considered the following factors in determining the amount, type, and value of the equity incentive awards issued to our named executive officers:
Equity Incentive Awards
| • | Chief Executive Officer recommendations (except with respect to Mr. Skipworth’s own equity awards); |
Equity Incentive Awards
| • | comparative market data provided by FW Cook; |
Equity Incentive Awards
| • | existing equity holdings (including the current economic value of unvested equity awards); |
Equity Incentive Awards
| • | the need to retain and motivate the named executive officers; and |
Equity Incentive Awards
| 54 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Equity Incentive Awards
| • | the dilutive effect of our long-term incentive compensation practices, including the overall impact of the equity incentive awards. |
Equity Incentive Awards
Additionally, the Compensation Committee believes that a substantial portion of the equity incentive awards should contain a performance-based component. In 2024, the Compensation Committee determined to grant the following equity incentive awards to named executive officers:
Equity Incentive Awards
| • | Performance-Based Restricted Stock Units: 60% of each named executive officer’s equity incentive award was granted in the form of performance-based restricted stock units. The performance-based restricted stock units vest after a three-year performance period based on the Company’s performance against a Return On Incremental Invested Capital (“ROIIC”) metric. The ROIIC performance metric aligns with our long-term strategy and ensures focus on planned major capital investments (e.g., technology), while maintaining an emphasis on profitability. |
Equity Incentive Awards
The Company’s ROIIC is measured by dividing the cumulative change in Adjusted Operating Income (a non-GAAP measure defined as the Company’s operating income adjusted to address any extraordinary, unusual, and infrequent occurrences during the performance period, as the Compensation Committee may deem appropriate under the 2024 Omnibus Plan) over the three-year performance period by the cumulative cash used for investing activities over the same three-year period, adjusted for any extraordinary or unusual events, as the Compensation Committee may deem appropriate under the 2024 Omnibus Plan.
Equity Incentive Awards
| • | Service-Based Restricted Stock Units: 40% of each named executive officer’s equity incentive award was granted in the form of service-based restricted stock units. The service-based restricted stock units vest in three equal installments beginning on the first anniversary of the date of grant. Each vested unit is equivalent to one share of Wingstop common stock. |
Equity Incentive Awards
With respect to the performance-based restricted stock units granted in 2024, the percentage of the award that is earned will be determined based on the achievement of the ROIIC metric over the three-year period beginning on the first day of the Company’s 2024 fiscal year and ending on the last day of the Company’s 2026 fiscal year, as follows:
Equity Incentive Awards
| Return on Incremental Invested Capital Level Achieved | Percentage of Performance-based Equity Incentive Award Earned | | ≥ 45% | 250% | | 39% | 100% | | 35% | 80% | | 30% | 50% | | < 30% | 0% | | * If performance is achieved at a level that is between the achievement levels set forth above, the payout level is determined through straight-line interpolation. | |
Equity Incentive Awards
In 2024, the Compensation Committee granted the following equity incentive awards to our named executive officers:
Equity Incentive Awards
| Name | Performance-Based Restricted Stock Units | Service-Based Restricted Stock Units | | Michael J. Skipworth | 10,726 | 7,151 | | Alex R. Kaleida | 1,971 | 1,314 | | Donnie S. Upshaw | 1,647 | 1,098 | | Marisa J. Carona | 1,647 | 1,098 | | Albert G. McGrath | 1,647 | 1,098 |
Equity Incentive Awards
| | WINGSTOP INC. 2025 PROXY STATEMENT | 55 |
Equity Incentive Awards
Policies and Practices Related to the Timing of Equity Awards . The Compensation Committee generally grants annual equity incentive awards, including those granted to our named executive officers, at the Compensation Committee’s regular quarterly meeting following the public announcement of the Company’s fourth quarter and fiscal year-end results. The Compensation Committee believes that this practice allows it to (i) consider the Company’s performance in the prior fiscal year in determining the equity incentive awards to be granted to our named executive officers and (ii) make a reasonable estimate of the Company’s performance in the current fiscal year, in order to determine appropriate performance metrics for performance-based awards. The Compensation Committee may also grant equity awards in connection with new hires, promotions, and/or for retention purposes. The Compensation Committee does not grant equity awards in anticipation of the release of MNPI, and the Company does not time the release of MNPI based upon grant dates of equity. For more information regarding the timing of equity award grants, see “Other Compensation Information—Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information” on page 60. Vesting of Performance-Based Equity Incentive Awards with a Performance Period Ended 2024 . Performance-based equity incentive awards with a performance period ended 2024 include:
Equity Incentive Awards
| • | Achievement for Performance-Based Equity Awar ds Granted in 2022 . Performance-based equity awards were granted in March 2022 and could have vested between 0% and 250% of the target number of restricted stock units based on the Company’s return on incremental invested capital over the three-year period ending on the last day of the Company’s 2024 fiscal year. Based on the Company’s ROIIC of 86.2% for the three-year period, which exceeded the maximum performance goal of 45%, these awards were earned at 250%. |
Equity Incentive Awards
| • | Transformation Awards . Performance-based transformation equity awards were granted in December 2021 and could have vested between 0% and 250% of the target number of restricted stock units based on the achievement of the compound annual growth rate (“CAGR”) of the Company’s system-wide sales for a three-year period ending on the last day of the Company’s 2024 fiscal year. Based on the Company’s CAGR of 26.7% for the three-year period, which exceeded the maximum performance goal of 16.3%, these awards were earned at 250%. |
Equity Incentive Awards
Vesting and Forfeiture . The vesting of equity incentive awards is generally contingent on continued service and/or the determination of the satisfaction of performance criteria. However, vesting of equity incentive awards is accelerated upon certain qualifying events. See “Executive Compensation—Potential Payments upon Termination or Change in Control” below for further details. Any outstanding restricted stock units and stock options held by our named executive officers are subject to forfeiture in accordance with the terms of the respective award agreements if the executive voluntarily terminates employment before the award vests, the executive is terminated with or without cause, or the executive otherwise fails to comply with the terms of his or her award agreement. Dividend Equivalent Rights . In order to closely align management and stockholder interests in all aspects of the Company’s operations and capital structure, the Company provides the right to receive dividend equivalent payments on unvested restricted stock units if the Company declares a dividend on its common stock. In order to receive the dividend equivalent payments, the equity incentive awards must vest in accordance with the applicable performance criteria, and the Company must have a sufficient liquidity position to pay the dividend (including the dividend equivalents). Consequently, the Compensation Committee views dividend equivalents as performance-based compensation.
Equity Incentive Awards
| 56 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Alignment
| Wingstop’s History of Industry-Leading Operational Performance | | | | | | Revenue Growth 3-year compound annual growth | 7.0% Restaurant Industry Peer Group Median (1) | 6.3% General Industry S&P 500 Median | 28.7% | Wingstop’s revenue growth exceeds the median growth among restaurant peers and the S&P 500. Wingstop ranks highest among restaurant industry peers. | | EBITDA Growth (2)(3) 3-year compound annual growth | 5.2% Restaurant Industry Peer Group Median (1) | 6.4% General Industry S&P 500 Median | 22.8% | Wingstop’s EBITDA growth exceeds the median growth among restaurant industry peers and the S&P 500. | | Net New Unit Growth 3-year cumulative net new openings | 25 Restaurant Industry Peer Group Median (1) | N/A General Industry S&P 500 Median | 832 | Wingstop’s net new unit growth exceeds the median growth among restaurant peers. Wingstop ranks highest among restaurant industry peers. | | Market Capitalization Growth 3-year compound annual growth | (2.1)% Restaurant Industry Peer Group Median (1) | 5.5% General Industry S&P 500 Median | 17.5% | Wingstop’s market cap growth exceeds the median growth among restaurant industry peers and the S&P 500. Wingstop ranks highest among restaurant industry peers. |
Alignment
| (1) Restaurant Industry Peer Group includes: BJ’s Restaurants, Inc., Bloomin’ Brands, Inc., Brinker International, Inc., Darden Restaurants, Inc., Denny’s Corporation, Dine Brands Global, Inc., Domino’s Pizza, Inc., Jack in the Box Inc., Papa John’s International, Inc., Shake Shack Inc., Texas Roadhouse, Inc., The Cheesecake Factory Incorporated, and The Wendy’s Company. |
Alignment
| (3) Net income 3-year compound annual growth over the same period is as follows: (i) 11.7% for the Restaurant Industry Peer Group Median, (ii) 4% for the General Industry S&P 500 Median and (iii) 36.6% for Wingstop’s net income growth. |
Alignment
| Wingstop’s History of Best in Class Shareholder Returns | | | | Wingstop’s common stock has delivered best in class stockholder returns since its IPO, as demonstrated by its performance relative to its compensation peer group and broader restaurant and general industry competitors. The graph shows the cumulative total stockholder return on our common stock for the period starting on June 17, 2015 and ending on December 31, 2024. This is compared with the cumulative total returns over the same period of the peer group average, S&P 500 Index, the S&P MidCap 400 Index, and the Russell 1000 Index. | | The graph assumes that, on June 17, 2015, $100 was invested in our common stock and in each of the comparator groups, with dividends reinvested on the ex-dividend date without consideration for withholding taxes. Wingstop’s total return value ($930) as of December 31, 2024, is above each of the peer group average ($181), S&P 500 ($282), S&P MidCap 400 ($206), and Russell 1000 ($277) comparators over that same period. Source: Nasdaq and Bloomberg’s financial database. The indices are included for illustrative and comparative purposes only. They do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative performance of our common stock, and historical stock price performance should not be relied upon as an indication of future stock price performance. | |
Severance and Change of Control Benefits
Severance and Change of Control Benefits The Company maintains an Executive Severance Plan applicable to all of our named executive officers, pursuant to which our named executive officers would be eligible to receive cash severance in the event of a termination of employment by the Company without cause or by the officer for good reason, including in connection with a change in control. All potential change in control payments are “double trigger,” meaning a named executive officer must incur a qualifying termination of employment following a change in control, to be eligible for these payments. See “Executive Compensation—Potential Payments upon Termination or Change in Control” below for more information.
Employment Agreements
Employment Agreements None of our named executive officers has an employment agreement.
Employment Agreements
| | WINGSTOP INC. 2025 PROXY STATEMENT | 59 |
Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information
Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information The Compensation Committee does not take into account MNPI when determining the timing or terms of equity awards, nor do we time disclosure of MNPI for the purpose of affecting the value of executive compensation . During 2024, the Company did not grant stock options (or similar awards) to any executive officer during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed MNPI. More broadly, the Company has not awarded stock options (or similar awards) since 2022.
Accounting Considerations
Accounting Considerations The Compensation Committee recognizes accounting implications that may impact executive officer compensation. For example, we record salaries and performance-based compensation in the amount paid or to be paid to the named executive officers in our financial statements. Also, GAAP requires 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.
Summary Compensation Table
Summary Compensation Table The following table sets forth total compensation for our named executive officers for 2024, 2023 and 2022, calculated in accordance with SEC rules and regulations. The named executive officers include Mr. Skipworth, the Company’s Principal Executive Officer, Mr. Kaleida, the Company’s Principal Financial and Accounting Officer, and our three other highest paid executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock/ Unit Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Michael J. Skipworth(5) | 2024 | 789,808 | — | 6,628,077 | — | 1,800,000 | 33,771 | 9,251,656 | | President and Chief Executive Officer | 2023 | 740,000 | — | 4,425,150 | — | 1,650,000 | 30,565 | 6,845,715 | | | 2022 | 670,193 | — | 1,827,766 | 194,829 | 1,400,000 | 24,275 | 4,117,063 | | Alex R. Kaleida | 2024 | 509,712 | 100,000 | 1,217,947 | — | 700,000 | 28,490 | 2,556,149 | | Senior Vice President, Chief Financial Officer | 2023 | 435,000 | — | 725,207 | — | 450,000 | 30,154 | 1,640,361 | | | 2022 | 382,212 | — | 531,372 | 105,909 | 375,000 | 18,033 | 1,412,526 | | Donnie S. Upshaw | 2024 | 511,943 | 100,000 | 1,017,736 | — | 600,000 | 125,088 | 2,354,767 | | Senior Vice President, Corporate Restaurants and Chief People Officer | 2023 | 487,000 | — | 725,207 | — | 570,000 | 127,187 | 1,909,394 | | | 2022 | 420,481 | — | 950,321 | 112,930 | 570,000 | 98,098 | 2,151,830 | | Marisa J. Carona | 2024 | 483,981 | — | 1,017,736 | — | 600,000 | 32,038 | 2,133,755 | | Senior Vice President, Chief U.S. Franchise Operations and Development Officer | 2023 | 435,000 | — | 725,207 | — | 450,000 | 31,015 | 1,641,222 | | | 2022 | 382,212 | — | 531,372 | 105,909 | 375,000 | 12,852 | 1,407,345 | | Albert G. McGrath | 2024 | 477,866 | 100,000 | 1,017,736 | — | 500,000 | 20,242 | 2,115,844 | | Senior Vice President, General Counsel and Secretary | 2023 | 440,000 | — | 725,207 | — | 450,000 | 18,493 | 1,633,700 | | | 2022 | 396,385 | — | 550,069 | 112,930 | 400,000 | 23,451 | 1,482,835 |
Summary Compensation Table
| (1) Represents the amount of base salary actually earned by the named executive officer during the year. For additional information concerning our named executive officer base salaries, see “Compensation Discussion and Analysis—Elements of Executive Compensation—Base Salary.” The amounts for fiscal 2022 include an additional week of base salary due to the Company’s 53-week fiscal year in 2022. |
Summary Compensation Table
| (2) Amounts shown do not reflect compensation actually received by the named executive officers. Rather, the amounts represent the aggregate grant date fair value of awards granted to the named executive officers in 2024, 2023 and 2022, as applicable, in each case computed in accordance with ASC 718 and assuming no forfeitures. A discussion of the assumptions used in the calculation of these amounts is included in Note 15, “Stock-Based Compensation,” in the annual consolidated financial statements included in the Form 10-K filed with the SEC on February 19, 2025. The grant date fair value for performance-based restricted stock units is reported in the table above based on the probable outcome of the performance conditions at the target level on the grant date. The performance-based restricted stock units granted in 2024 are subject to increase beyond the target level based on the achievement of a maximum performance level. The value at the date of grant of the 2024 performance-based restricted stock units, assuming the achievement of the maximum performance level, would have been as follows: Mr. Skipworth, $9,941,929; Mr. Kaleida, $1,827,105; Mr. Upshaw, $1,526,790; Ms. Carona, $1,526,790; Mr. McGrath, $1,526,790. See “Elements of Executive Compensation—Equity Incentive Awards—Fiscal Year 2024 Equity Grants.” |
Summary Compensation Table
| (3) Amounts shown represent bonuses earned by the named executive officers based on the achievement of performance goals. Bonuses paid to the named executive officers for 2024 were determined in accordance with the terms of the 2024 cash bonus plan. See “Compensation Discussion and Analysis—Elements of Executive Compensation—Performance-Based Annual Cash Incentives” for additional information. |
Summary Compensation Table
| | WINGSTOP INC. 2025 PROXY STATEMENT | 63 |
Summary Compensation Table
| (4) Includes the following for 2024: Company match under the 401(k) plan, Company-paid premiums for long-term disability (“LTD”) coverage, and other expenses including Company reimbursement of executive health expenses, and for Mr. Upshaw, commuting expenses and related tax gross-up. |
Summary Compensation Table
| Name | 401(k) match ($) | Company- Paid Premiums for LTD Coverage ($) | Other Expenses ($) | Total All Other Compensation ($) | | Michael J. Skipworth | 13,800 | 384 | 19,587 | 33,771 | | Alex R. Kaleida | 13,800 | 384 | 14,306 | 28,490 | | Donnie S. Upshaw | 13,800 | 384 | 110,904 (6) | 125,088 | | Marisa J. Carona | 13,800 | 384 | 17,854 | 32,038 | | Albert G. McGrath | 13,800 | 384 | 6,058 | 20,242 |
Summary Compensation Table
| (5) All amounts shown for Mr. Skipworth reflect compensation paid to him for his service as our President and Chief Executive Officer. Mr. Skipworth did not receive additional compensation for his service as a director. |
Summary Compensation Table
| (6) Amount includes the reimbursement of commuting expenses incurred by Mr. Upshaw ($57,106), the related tax gross-up ($37,050) and the reimbursement of executive health expenses ($12,033). |
Summary Compensation Table
The amounts reported in the Summary Compensation Table are described more fully under “Compensation Discussion and Analysis” herein.
Summary Compensation Table
| 64 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table sets forth information regarding the plan-based awards granted to each named executive officer during the 2024 fiscal year:
Grants of Plan-Based Awards Table
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards of Shares or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael J. Skipworth | n/a(2) | 405,000 | 900,000 | 1,800,000 | — | — | — | — | — | — | — | | | 3/7/2024(3) | — | — | — | 5,363 | 10,726 | 26,815 | — | — | — | 3,976,772 | | | 3/7/2024(4) | — | — | — | — | — | — | 7,151 | — | — | 2,651,305 | | Alex R. Kaleida | n/a(2) | 157,500 | 350,000 | 700,000 | — | — | — | — | — | — | — | | | 3/7/2024(3) | — | — | — | 986 | 1,971 | 4,928 | — | — | — | 730,768 | | | 3/7/2024(4) | — | — | — | — | — | — | 1,314 | — | — | 487,179 | | Donnie S. Upshaw | n/a(2) | 135,000 | 300,000 | 600,000 | — | — | — | — | — | — | — | | | 3/7/2024(3) | — | — | — | 824 | 1,647 | 4,118 | — | — | — | 610,642 | | | 3/7/2024(4) | — | — | — | — | — | — | 1,098 | — | — | 407,094 | | Marisa J. Carona | n/a(2) | 135,000 | 300,000 | 600,000 | — | — | — | — | — | — | — | | | 3/7/2024(3) | — | — | — | 824 | 1,647 | 4,118 | | — | — | 610,642 | | | 3/7/2024(4) | — | — | — | | | | 1,098 | — | — | 407,094 | | Albert G. McGrath | n/a(2) | 112,500 | 250,000 | 500,000 | — | — | — | — | — | — | — | | | 3/7/2024(3) | — | — | — | 824 | 1,647 | 4,118 | — | — | — | 610,642 | | | 3/7/2024(4) | — | — | — | — | — | — | 1,098 | — | — | 407,094 |
Grants of Plan-Based Awards Table
| (1) Amounts represent the aggregate grant date fair value of restricted stock units granted to each named executive officer in 2024 computed in accordance with ASC 718 and assuming no forfeitures. A discussion of the assumptions used in the calculation of these amounts is included in Note 15, “Stock-Based Compensation,” in the annual consolidated financial statements included in our fiscal 2024 Annual Report on Form 10-K filed with the SEC on February 19, 2025. Restricted stock units accrue dividend equivalents which are paid at vesting of the underlying awards. |
Grants of Plan-Based Awards Table
| (2) Represents possible payout amounts as of the grant date under the 2024 annual cash bonus plan based on the achievement of the performance goals described above in “Compensation Discussion and Analysis—Elements of Executive Compensation—Performance-Based Annual Cash Incentives.” |
Grants of Plan-Based Awards Table
| (3) Represents an award of performance-based restricted stock units that vest based upon the achievement of the Company’s ROIIC goals measured over a three-year period. For purposes of this table, the “Threshold” column represents a 50% payout of the target award because it was the minimum amount that would vest under the terms of the award other than no vesting; and the “Maximum” column represents a 250% payout of the target award. For additional information, see “Elements of Executive Compensation—Equity Incentive Awards—Fiscal Year 2024 Equity Grants.” |
Grants of Plan-Based Awards Table
| (4) Represents an award of service-based restricted stock units that vest in three equal annual installments beginning on the first anniversary of the date of grant. Each vested unit is equivalent to one share of Wingstop common stock. For additional information, see “Elements of Executive Compensation—Equity Incentive Awards—Fiscal Year 2024 Equity Grants.” |
Grants of Plan-Based Awards Table
| | WINGSTOP INC. 2025 PROXY STATEMENT | 65 |
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding the outstanding equity awards held by our named executive officers as of the end of the 2024 fiscal year.
Outstanding Equity Awards at Fiscal Year-End Table
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | 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) | | Michael J. Skipworth | 3/3/2021(2) | 1,291 | — | 125.11 | 3/3/2031 | — | — | — | — | | | 12/7/2021(5) | — | — | — | — | — | — | 4,528 | 3,304,195 | | | 3/2/2022(6) | 1,323 | 1,323 | 140.94 | 3/2/2032 | — | — | — | — | | | 3/2/2022(3) | — | — | — | — | — | — | 2,381 | 1,737,475 | | | 3/2/2022(4) | — | — | — | — | 397 | 115,880 | — | — | | | 5/6/2022(3) | — | — | — | — | — | — | 11,694 | 8,411,494 | | | 5/6/2022(7) | — | — | — | — | 3,898 | 1,121,533 | — | — | | | 3/9/2023(3) | — | — | — | — | — | — | 15,662 | 11,244,141 | | | 3/9/2023(4) | — | — | — | — | 6,962 | 1,999,278 | — | — | | | 3/7/2024(3) | — | — | — | — | | — | 10,726 | 7,678,475 | | | 3/7/2024(4) | — | — | — | — | 7,151 | 2,047,689 | — | — | | Alex R. Kaleida | 12/7/2021(5) | — | — | — | — | — | — | 2,415 | 1,762,286 | | | 3/2/2022(6) | 1,438 | 719 | 140.94 | 3/2/2032 | — | — | — | — | | | 3/2/2022(3) | — | — | — | — | — | — | 1,294 | 944,264 | | | 3/2/2022(4) | — | — | — | — | 216 | 63,048 | — | — | | | 5/6/2022(7) | — | — | — | — | 2,976 | 856,255 | — | — | | | 3/9/2023(3) | — | — | — | — | — | — | 2,567 | 1,842,913 | | | 3/9/2023(4) | — | — | — | — | 1,141 | 327,661 | — | — | | | 3/7/2024(3) | — | — | — | — | — | — | 1,971 | 1,410,990 | | | 3/7/2024(4) | — | — | — | — | 1,314 | 376,264 | — | — | | Donnie S. Upshaw | 3/4/2020(8) | 3,383 | — | 74.77 | 3/4/2030 | — | — | — | — | | | 3/3/2021(2) | 2,195 | — | 125.11 | 3/3/2031 | — | — | — | — | | | 12/7/2021(5) | — | — | — | — | — | — | 2,415 | 1,762,286 | | | 3/2/2022(6) | 1,533 | 767 | 140.94 | 3/2/2032 | — | — | — | — | | | 3/2/2022(3) | — | — | — | — | — | — | 1,380 | 1,007,021 | | | 3/2/2022(4) | — | — | — | — | 230 | 67,135 | — | — | | | 5/6/2022(7) | — | — | — | — | 4,761 | 1,369,835 | — | — | | | 9/8/2022(3) | — | — | — | — | — | — | 861 | 618,542 | | | 9/8/2022(4) | — | — | — | — | 287 | 82,472 | — | — | | | 3/9/2023(3) | — | — | — | — | — | — | 2,567 | 1,842,913 | | | 3/9/2023(4) | — | — | — | — | 1,141 | 327,661 | — | — | | | 3/7/2024(3) | — | — | — | — | | — | 1,647 | 1,179,046 | | | 3/7/2024(4) | — | — | — | — | 1,098 | 314,412 | — | — |
Outstanding Equity Awards at Fiscal Year-End Table
| 66 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Outstanding Equity Awards at Fiscal Year-End Table
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | 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) | | Marisa J. Carona | 3/3/2021(2) | 485 | — | 125.11 | 3/3/2031 | — | — | — | — | | | 12/7/2021(5) | — | — | — | — | — | — | 2,415 | 1,762,286 | | | 3/2/2022(6) | 719 | 719 | 140.94 | 3/2/2032 | — | — | — | — | | | 3/2/2022(3) | — | — | — | — | — | — | 1,294 | 944,264 | | | 3/2/2022(4) | — | — | — | — | 216 | 63,048 | — | — | | | 5/6/2022(7) | — | — | — | — | 2,976 | 856,255 | — | — | | | 3/9/2023(3) | — | — | — | — | — | — | 2,567 | 1,842,913 | | | 3/9/2023(4) | — | — | — | — | 1,141 | 327,661 | — | — | | | 3/7/2024(3) | — | — | — | — | — | — | 1,647 | 1,179,046 | | | 3/7/2024(4) | — | — | — | — | 1,098 | 314,412 | — | — | | Albert G. McGrath | 3/3/2021(2) | 2,195 | — | 125.11 | 3/3/2031 | — | — | — | — | | | 12/7/2021(5) | — | — | — | — | — | — | 2,415 | 1,762,286 | | | 3/2/2022(6) | 1,533 | 767 | 140.94 | 3/2/2032 | — | — | — | — | | | 3/2/2022(3) | — | — | — | — | — | — | 1,380 | 1,007,021 | | | 3/2/2022(4) | — | — | — | — | 230 | 67,135 | — | — | | | 5/6/2022(7) | — | — | — | — | 2,976 | 856,255 | — | — | | | 3/9/2023(3) | — | — | — | — | — | — | 2,567 | 1,842,913 | | | 3/9/2023(4) | — | — | — | — | 1,141 | 327,661 | — | — | | | 3/7/2024(3) | — | — | — | — | — | — | 1,647 | 1,179,046 | | | 3/7/2024(4) | — | — | — | — | 1,098 | 314,412 | — | — |
Outstanding Equity Awards at Fiscal Year-End Table
| (1) Amounts shown reflect the value of (i) the underlying common stock calculated by multiplying the number of unvested restricted stock units by the closing price of our common stock on Nasdaq on December 27, 2024, the last trading day of fiscal year 2024, which was $285.37 per share and (ii) dividend equivalent payments accrued on the awards as of December 28, 2024 that are to be paid upon vesting of the award. |
Outstanding Equity Awards at Fiscal Year-End Table
| (2) Represents a stock option representing the right to purchase shares of common stock, which will vest and become exercisable in three equal annual installments beginning on the first anniversary of the date of grant. The exercise price of this stock option was originally $129.11 per share but has been reduced to $125.11 to reflect the impact of special dividends paid to our stockholders. |
Outstanding Equity Awards at Fiscal Year-End Table
| (3) Represents the number of performance-based restricted stock units at grant, which are expected to vest at 250% of the target based upon the achievement of the Company’s ROIIC goals for a three-year period, and which level of achievement has been factored in to the payout value. The number of restricted stock units that would vest upon threshold performance achievement of the ROIIC metric is equal to 50% of the target number of restricted stock units, and the number that would vest upon maximum performance achievement is equal to 250% of the target number. |
Outstanding Equity Awards at Fiscal Year-End Table
| (4) Represents an award of service-based restricted stock units that vests in three equal annual installments beginning on the first anniversary of the date of grant. |
Outstanding Equity Awards at Fiscal Year-End Table
| (5) Represents the number of performance-based restricted stock units at grant, which are expected to vest at 250% of the target based upon the achievement of the compound annual growth rate of the Company’s system-wide sales goals for a three-year period, and which level of achievement has been factored in to the payout value. The number of restricted stock units that would vest upon threshold performance achievement of the compound annual growth of the Company’s system-wide sales metric is equal to 50% of the target number of restricted stock units, and the number that would vest upon maximum performance achievement is equal to 250% of the target number. |
Outstanding Equity Awards at Fiscal Year-End Table
| (6) Represents a stock option representing the right to purchase shares of common stock, which will vest and become exercisable in three equal annual installments beginning on the first anniversary of the date of grant. The exercise price of this stock option was originally $144.94 per share but has been reduced to $140.94 to reflect the impact of special dividends paid to our stockholders. |
Outstanding Equity Awards at Fiscal Year-End Table
| (7) Represents an award of service-based restricted stock units that vests on the third anniversary of the date of grant. |
Outstanding Equity Awards at Fiscal Year-End Table
| (8) Represents a stock option representing the right to purchase shares of common stock, which vested and became exercisable in three equal annual installments beginning on the first anniversary of the date of grant. The exercise price of this stock option was originally $83.77 per share but has been reduced to $74.77 to reflect the impact of special dividends paid to our stockholders. |
Outstanding Equity Awards at Fiscal Year-End Table
| | WINGSTOP INC. 2025 PROXY STATEMENT | 67 |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth a summary of the option exercises and vesting of restricted stock units during fiscal year 2024 for each of the named executive officers:
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Michael J. Skipworth | 4,603 | 1,056,321 | 10,075 | 3,448,584 | | Alex R. Kaleida | — | — | 1,070 | 382,516 | | Donnie S. Upshaw | — | — | 4,600 | 1,563,092 | | Marisa J. Carona | 1,887 | 489,462 | 3,112 | 1,057,830 | | Albert G. McGrath | 1,506 | 516,893 | 4,313 | 1,458,587 |
Option Exercises and Stock Vested Table
| (1) Amounts shown reflect the value of shares obtained upon exercise of the stock option by taking the difference between the market price of the underlying securities at exercise and the exercise price of the option. The weighted average exercise price for Mr. Skipworth’s option exercises was $337.3785. The weighted average exercise price for Ms. Carona’s option exercises was $372.2807. |
Option Exercises and Stock Vested Table
| (2) Amounts shown reflect (i) the value of shares obtained upon the vesting of restricted stock units by multiplying the number of vested restricted stock units by the closing price of our common stock on Nasdaq on the date of vesting and (ii) accrued dividend equivalents that were paid upon the vesting of the restricted stock units. |
Option Exercises and Stock Vested Table
| 68 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Pension Benefits; Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans
Pension Benefits; Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans We do not provide any pension benefits, nonqualified defined contribution or other deferred compensation plans for our named executive officers.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The following table shows potential payments to our named executive officers pursuant to our Executive Severance Plan for various scenarios involving death, disability, change in control, termination without cause, or termination for good reason (as defined under applicable plans or awards), using, where applicable, the closing price of our common stock of $285.37 as reported on Nasdaq as of December 27, 2024, the last trading day of fiscal year 2024, and assuming that the applicable triggering event occurred on December 28, 2024. In the event of a voluntary termination, the named executive officers are entitled only to amounts previously earned; all unvested stock awards are forfeited.
Potential Payments upon Termination or Change in Control
| Name | Benefit | Death ($) | Disability ($) | Change in Control(1) ($) | Termination Without Cause ($) | Termination by NEO for Good Reason ($) | | Michael J. Skipworth | Cash severance benefit | — | — | 4,250,000(2) | 1,600,000(2) | 1,600,000(2) | | | 2024 bonus | — | — | 900,000(3) | 1,800,000(4) | 1,800,000(4) | | | Continuation of health benefits | — | — | 54,162(5) | 43,330(5) | 43,330(5) | | | Vesting of equity awards(6) | 26,428,365 | 26,428,365 | 37,851,241 | — | — | | | Total | 26,428,365 | 26,428,365 | 43,055,403 | 3,443,330 | 3,443,330 | | Alex R. Kaleida | Cash severance benefit | — | — | 1,312,500(7) | 525,000(7) | 525,000(7) | | | 2024 bonus | — | — | 350,000(3) | 700,000(4) | 700,000(4) | | | Continuation of health benefits | — | — | 30,828(8) | 20,552(8) | 20,552(8) | | | Vesting of equity awards(6) | 5,614,044 | 5,614,044 | 7,687,526 | — | — | | | Total | 5,614,044 | 5,614,044 | 9,380,854 | 1,245,552 | 1,245,552 | | Donnie S. Upshaw | Cash severance benefit | — | — | 1,222,500(7) | 515,000(7) | 515,000(7) | | | 2024 bonus | — | — | 300,000(3) | 600,000(4) | 600,000(4) | | | Continuation of health benefits | — | — | 30,629(8) | 20,420(8) | 20,420(8) | | | Vesting of equity awards(6) | 6,797,550 | 6,797,550 | 8,682,101 | — | — | | | Total | 6,797,550 | 6,797,550 | 10,235,230 | 1,135,420 | 1,135,420 | | Marisa J. Carona | Cash severance benefit | — | — | 1,222,500(7) | 515,000(7) | 515,000(7) | | | 2024 bonus | — | — | 300,000(3) | 600,000(4) | 600,000(4) | | | Continuation of health benefits | — | — | 32,497(8) | 21,665(8) | 21,665(8) | | | Vesting of equity awards(6) | 5,516,112 | 5,516,112 | 7,391,222 | — | — | | | Total | 5,516,112 | 5,516,112 | 8,946,219 | 1,136,665 | 1,136,665 | | Albert G. McGrath | Cash severance benefit | — | — | 1,102,500(7) | 485,000(7) | 485,000(7) | | | 2024 bonus | — | — | 250,000(3) | 500,000(4) | 500,000(4) | | | Continuation of health benefits | — | — | 20,598(8) | 13,732(8) | 13,732(8) | | | Vesting of equity awards(6) | 5,582,955 | 5,582,955 | 7,467,506 | — | — | | | Total | 5,582,955 | 5,582,955 | 8,840,604 | 998,732 | 998,732 |
Potential Payments upon Termination or Change in Control
| (1) Assumes that, in connection with the change of control, the named executive officer’s employment is terminated without cause, for good reason, or as a result of the death of such officer within a two-year period following a change of control. |
Potential Payments upon Termination or Change in Control
| (2) These amounts represent (i) base salary times 2.0 in the event of a termination without cause or for good reason or (ii) base salary and target bonus times 2.5 in the event of qualifying termination on or within 24 months following a change of control. |
Potential Payments upon Termination or Change in Control
| | WINGSTOP INC. 2025 PROXY STATEMENT | 71 |
Potential Payments upon Termination or Change in Control
| (3) These amounts represent the amount of target bonus the named executive officer would have been eligible to earn under the 2024 bonus plan, assuming a termination date of December 28, 2024. |
Potential Payments upon Termination or Change in Control
| (4) Calculated based on the amount of bonus our named executive officers would have been entitled to under the 2024 bonus plan based on the Company’s actual performance during the 2024 performance period, as of December 28, 2024. |
Potential Payments upon Termination or Change in Control
| (5) Represents (i) 30 months of continued health benefits in the event of a qualifying termination on or within 24 months following a change of control and (ii) 24 months in the event of a termination without cause or for good reason. |
Potential Payments upon Termination or Change in Control
| (6) Includes dividend equivalent payments that had been accrued and would be paid out in connection with the vesting of the equity awards. |
Potential Payments upon Termination or Change in Control
| (7) These amounts represent (i) base salary times 1.0 in the event of a termination without cause or for good reason or (ii) base salary and target bonus times 1.5 in the event of such termination on or within 24 months following a change of control. |
Potential Payments upon Termination or Change in Control
| (8) Represents (i) 18 months of continued health benefits in the event of a qualifying termination on or within 24 months following a change of control and (ii) 12 months in the event of a termination without cause or for good reason. |
Potential Payments upon Termination or Change in Control
| 72 | WINGSTOP INC. 2025 PROXY STATEMENT | |
CEO Pay Ratio
CEO Pay Ratio We believe executive pay must be internally consistent and equitable to motivate our employees to create stockholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay our executive officers receive and the pay that all our other employees receive. The Compensation Committee reviewed a comparison of Chief Executive Officer pay (base salary and incentive pay) to the pay of our median employee in 2024. The compensation for our Chief Executive Officer in 2024 was approximately 311 times the compensation of our median employee. We identified the median employee in 2024 by examining the 2024 total compensation (including equity compensation) for all individuals, excluding our Chief Executive Officer, who were employed by us on December 28, 2024, the last day of our 2024 fiscal year. We included all employees, whether employed on a full-time or part-time basis, and annualized the compensation of permanent employees who did not work for the entire year. We did not make any other assumptions, adjustments, or estimates with respect to total compensation. We believe the use of total compensation for all employees is a consistently applied compensation measure because it takes into account every potential form of compensation that the Company offers to its employees. Although most employees, including the median employee, are not eligible to receive equity compensation, we have nevertheless calculated the pay ratio to include our Chief Executive Officer’s equity awards to provide a more complete view of our compensation practices. We calculated the 2024 annual total compensation for the median employee using the same methodology we use for our named executive officers as set forth in the “Summary Compensation Table” beginning on page 63. The total compensation during fiscal year 2024 for Mr. Skipworth, as reported in the Summary Compensation Table, was $9,251,656. The total compensation during fiscal year 2024 for our median employee, using the methodology we use for our named executive officers in the “Summary Compensation Table”, was $29,745. This results in a ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation of 311:1. For additional information concerning Mr. Skipworth’s compensation, see “Executive Compensation—Summary Compensation Table.”
CEO Pay Ratio
| | WINGSTOP INC. 2025 PROXY STATEMENT | 73 |
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, the following tables set forth certain information concerning the compensation of our Principal Executive Officers (our former and current Chief Executive Officers, each a “PEO”) and the other named executive officers (“Non-PEO NEOs”) for 2024, 2023, 2022, 2021, and 2020 and our financial performance for each such fiscal year. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” above.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO (Morrison) (1) ($) | Compensation Actually Paid to PEO (Morrison) (2) ($) | Summary Compensation Table Total for PEO (Skipworth) (1) ($) | Compensation Actually Paid to PEO (Skipworth) (2) ($) | Average Summary Compensation Table Total for non-PEO NEOs (3) ($) | Average Compensation Actually Paid to non-PEO NEOs (4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) (Thousands) | Adjusted EBITDA (7) ($) (Thousands) | | | | | | | | | Wingstop Total Shareholder Return (5) ($) | Peer Group Total Shareholder Return (6) ($) | | | | 2024 | — | — | 9,251,565 | 16,355,596 | 2,290,129 | 3,823,087 | 363.88 | 236.01 | 108,717 | 212,061 | | 2023 | — | — | 6,845,715 | 24,717,377 | 1,767,586 | 5,280,246 | 326.29 | 185.06 | 70,175 | 146,484 | | 2022 | 2,862,540 | (20,441,243) | 4,117,063 | 6,534,815 | 1,647,332 | 1,082,606 | 174.25 | 138.42 | 52,947 | 108,808 | | 2021 | 5,042,788 | 14,978,630 | — | — | 1,771,817 | 2,693,223 | 210.16 | 156.90 | 42,658 | 88,393 | | 2020 | 6,010,462 | 24,128,379 | — | — | 1,486,740 | 3,357,793 | 170.30 | 137.19 | 23,306 | 71,882 |
Pay Versus Performance
| (1) Reflects compensation amounts reported for our former PEO, Mr. Morrison, and our current PEO, Mr. Skipworth, in the Summary Compensation Table for the respective years shown. Mr. Morrison served as PEO until March 13, 2022, at which time Mr. Skipworth became PEO. Mr. Skipworth was a Non-PEO NEO in each of 2021 and 2020. |
Pay Versus Performance
| (2) Reflects the amount of “compensation actually paid,” as computed in accordance with SEC rules (“Compensation Actually Paid”), to Mr. Morrison in each of 2022, 2021, and 2020 and to Mr. Skipworth in 2024, 2023, and 2022. The dollar amounts represent the Summary Compensation Table total value for the period shown, as adjusted for equity awards as set forth in the reconciliation table below. The Company does not have a pension plan, so no pension adjustments were made. For awards with dividend rights, these amounts are accumulated and paid at vesting and are incorporated as applicable in the table below. The dollar amounts reflected do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For Mr. Morrison, amounts for 2022 include the forfeiture of outstanding stock awards upon Mr. Morrison’s departure from the Company. |
Pay Versus Performance
| Year | Mr. Skipworth | | | 2024 ($) | | Summary Compensation Table Total | 9,251,565 | | Deduction of Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year Reported in Summary Compensation Table | (6,628,077) | | Addition of Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 9,726,164 | | Addition of Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 2,916,497 | | Addition of Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | Addition of Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 1,089,447 | | Subtraction of Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Compensation Actually Paid to PEO | 16,355,596 |
Pay Versus Performance
| 74 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Pay Versus Performance
| Equity Valuations: The unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. For the change in fair value of stock options, we used the Black-Scholes option pricing model with corresponding assumptions (risk-free interest rate, dividend yield, expected volatility factor, and expected option life) determined as of the applicable measuring date. |
Pay Versus Performance
| (3) Reflects compensation amounts reported for our Non-PEO NEOs in the Summary Compensation Table for 2024, 2023, 2022, 2021, and 2020. The Non-PEO NEOs in each of 2024, 2023, 2022, 2021, and 2020 were as follows: |
Pay Versus Performance
| • | 2024: Messrs. Kaleida, Upshaw, and McGrath and Ms. Carona |
Pay Versus Performance
| • | 2023: Messrs. Kaleida, Upshaw, and Kapoor and Ms. Carona |
Pay Versus Performance
| • | 2022: Messrs. Kaleida, Upshaw, and McGrath and Mses. Carona and Peterson |
Pay Versus Performance
| • | 2021: Messrs. Skipworth, Kaleida, Upshaw, and Boudet and Ms. Peterson |
Pay Versus Performance
| • | 2020: Messrs. Skipworth, Sadarangani, and Jobe and Ms. Peterson |
Pay Versus Performance
| (4) Reflects the amount of Compensation Actually Paid to the Non-PEO NEOs in each of 2024, 2023, 2022, 2021, and 2020. The dollar amounts represent the average of the Summary Compensation Table total value for the Non-PEO NEOs for the period shown, as adjusted for equity awards as set forth in the reconciliation table below, using the same equity valuation methodologies described above in Note 2 above. The Company does not have a pension plan, so no pension adjustments were made. For awards with dividend rights, these amounts are accumulated and paid at vesting and are incorporated as applicable in the table below. The dollar amounts reflected do not reflect the actual amount of compensation earned by or paid to our Non-PEO NEOs during the applicable year. |
Pay Versus Performance
| Year | 2024 ($) | | Summary Compensation Table Total | 2,290,129 | | Deduction of Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year Reported in Summary Compensation Table | (1,067,789) | | Addition of Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,566,907 | | Addition of Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 648,458 | | Addition of Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | Addition of Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 385,381 | | Subtraction of Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Compensation Actually Paid to Non-PEO NEOs | 3,823,087 |
Pay Versus Performance
| (5) Total Shareholder Return (TSR) is cumulative for the measurement periods beginning on December 27, 2019 and ending on December 26, 2020, December 25, 2021, December 31, 2022, December 30, 2023, and December 28, 2024, respectively (which are the Company’s fiscal year ends for each of the respective fiscal years), calculated in accordance with Item 201(e) of Regulation S-K. |
Pay Versus Performance
| (6) The Peer Group represents the S&P 400 Restaurants Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. |
Pay Versus Performance
| (7) We determined Adjusted EBITDA to be the “company-selected measure”. We define Adjusted EBITDA as net income before interest expense, net, income tax expense (benefit), and depreciation and amortization, with further adjustments for losses on debt extinguishment and financing transactions, transaction costs, costs and fees associated with investments in our strategic initiatives, system implementation costs, and stock-based compensation expense. See Appendix I for a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to net income as reported under GAAP. |
Pay Versus Performance
| | WINGSTOP INC. 2025 PROXY STATEMENT | 75 |
Compensation Actually Paid Comparisons
Compensation Actually Paid Comparisons Each of the following charts shows the relationship between Compensation Actually Paid and the required performance measures in the tabular disclosure—Company TSR and S&P 400 Restaurants TSR, Net Income, and Adjusted EBITDA (the Company-Selected Measure).
Compensation Actually Paid Comparisons
| 76 | WINGSTOP INC. 2025 PROXY STATEMENT | |
Compensation Actually Paid Comparisons
| | WINGSTOP INC. 2025 PROXY STATEMENT | 77 |
Compensation Actually Paid Comparisons
| PROPOSAL 4— APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS | |
FOR each of the director nominees in Proposal 1
FOR each of the director nominees in Proposal 1