Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On June 9, 2021, the Board of Directors (the "Board") of Shake Shack Inc.
("Shake Shack") appointed Katherine Fogertey to serve as its Chief Financial
Officer, effective as of June 14, 2021 (the "Effective Date").
From April 2019 through December 2020, Ms. Fogertey, 37, served as Vice
President, Lead Equity Analyst, US Restaurants at Goldman Sachs & Co. and from
November 2010 to April 2019, as Vice President, Lead Analyst, Global Single
Stock Derivatives and ETFs. Prior to that, Ms. Fogertey served as an Associate,
Fundamental Analyst, Derivatives Proprietary Trading, and earlier as Financial
Equity Analyst, Communications Equipment Technology. Ms. Fogertey graduated from
Washington University in St. Louis, Olin School of Business in 2004.
In connection with her appointment, Ms. Fogertey entered into an Employment
Agreement (the "Employment Agreement") with Shake Shack, SSE Holdings, LLC, and
Shake Shack Enterprises, LLC (collectively, the "Company"). The term of Ms.
Fogertey's employment will be three years from the Effective Date, subject to
automatic one-year extensions; provided, that neither party provides written
notice of non-extension within 90 days of the expiration of the then-current
term.
Ms. Fogerty will receive an initial annual base salary of $450,000. Ms. Fogertey
will be eligible to receive a performance-based cash bonus based on a target
bonus opportunity of 50% of base salary, upon the attainment of Company
performance goals established each year by the Board or the compensation
committee, with the opportunity to make up to 100% of base salary, upon the
Company exceeding such performance goals. For fiscal 2021, Ms. Fogertey's cash
bonus will be awarded on a pro rata basis based on the Effective Date, and such
bonus shall be measured quarterly. Ms. Fogertey also will be eligible for annual
equity awards, the form and terms of which will be determined by the Board or
the compensation committee, currently with a minimum target value of $500,000.
Such awards shall vest, provided that Ms. Fogertey continues her employment
through the applicable vesting dates, in four equal installments, beginning on
the first anniversary of the grant date. For fiscal 2021, however, Ms.
Fogertey's equity award will be comprised of restricted stock units for such
number of shares of the Company's Class A common stock based on an aggregate
grant date fair value of $2,000,000, as calculated on or as close in time as
practicable to the grant date. The fiscal 2021 award shall vest, provided that
Ms. Fogertey continues her employment through the applicable vesting dates, in
five equal installments beginning on the first anniversary of the grant date.
The Employment Agreement provides for severance upon a termination by the
Company without cause or by Ms. Fogertey for good reason, in each case, subject
to her execution and non-revocation of a waiver and release of claims. In either
such event, Ms. Fogertey will be entitled to severance consisting of
(a) continued base salary during the severance period, with three months of base
salary if Ms. Fogertey has completed six months of service, six months of base
salary if Ms. Fogertey has completed one year of service, and thereafter, one
additional month of base salary for every twelve months of service, up to one
year of severance, (b) a prorated annual performance-based cash bonus for the
year of termination based on Company performance, and (c) reimbursement of a
portion of any COBRA premiums for a period of up to 12 months equal to the
amount the Company pays for the health insurance premiums of other senior level
employees.
Ms. Fogertey will be subject to certain non-competition and non-solicitation
restrictions for a 12-month period after termination of employment, during which
time she may not compete, directly or indirectly, with the Company in the
business of engaging in, owning, managing, operating, advising, providing
financing to, controlling or participating in the ownership, management or
control of, or be connected as an officer or employee or otherwise or have any
financial interest in any (i) "better burger" restaurants, (ii) "quick service"
or "fast food" restaurants with an emphasis on hamburgers, or (iii) "fast
casual" restaurants that complete with the Company or any of the Company's
licensed or franchise partners in any jurisdiction in the United States or any
other country where the Company is engaged.
There is no arrangement or understanding between Ms. Fogertey and any other
persons or entities pursuant to which Ms. Fogertey was appointed to serve as
Chief Financial Officer. Nor are there any related party transactions between
the Company and Ms. Fogertey that would require disclosure under Item 404(a) of
Regulation S-K.
A copy of the employment agreement with Ms. Fogertey is filed as Exhibit 10.1 to
this current report on Form 8-K. The above summary of the Employment Agreement
is qualified in its entirety by reference to the Employment Agreement. In
addition, Ms. Fogertey will execute the Company's form of indemnification
agreement, a copy of which has been filed as Exhibit 10.21 to the Company's
Registration Statement on Form S-1 filed with the U.S. Securities and Exchange
Commission on January 20, 2015.
On June 9, 2021, the Company issued a press release announcing the appointment
of Ms. Fogertey as Chief Financial Officer. The full text of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Description
10.1 Employment Agreement, effective as of June 14, 2021, by and among
Katherine Fogertey, Shake Shack Inc., SSE Holdings, LLC and Shake Shack
Enterprises, LLC
99.1 Shake Shack Inc. press release dated June 9, 2021
104 Cover Page Interactive Data File
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SHAKE SHACK INC. 
