Cover
Cover | 12 Months Ended |
Dec. 28, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | SHAKE SHACK INC. |
Entity Central Index Key | 0001620533 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 28, 2022 | Dec. 29, 2021 | Dec. 30, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (“ Item 402 ”), we are providing the following information about the relationship between executive “compensation actually paid” (“ CAP ”) and certain financial performance measures of the Company. Neither the Compensation Committee nor the executives of our Company directly used the information in this table or the related disclosures when making compensation decisions for 2022. You should refer to the “Compensation Discussion and Analysis” in this Proxy Statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions. The following table shows the total compensation for our CEO and other NEOs as set forth in the Summary Compensation Table, the CAP to our CEO and other NEOs, our total shareholder return (“ TSR ”), the TSR of the S&P 600 Restaurants Index, our net income, and our Company-select Performance measure, Adjusted EBITDA, over the last three fiscal years. Pay Versus Performance Table Value of Initial Fixed $100 Fiscal Summary Compensation Table for CEO Compensation Actually Paid to CEO (1) Average Summary Compensation Table Total for other NEOs (2) Average Compensation Actually Paid to Other NEOs (2) Total Shareholder Return (3) Peer Group Total Shareholder Return (3) Net Income (in millions) Adjusted (in millions) (4) 2022 $ 3,345,835 $ 1,435,005 $ 1,421,436 $ 407,308 $ 70.98 $ 97.44 $ (25.97 ) $ 83.97 2021 5,466,562 4,472,993 2,263,343 1,389,545 116.95 122.76 (10.11 ) 67.53 2020 2,730,786 3,480,311 1,286,133 2,057,727 141.55 126.09 (45.53 ) 28.8 (1) Item 402 requires certain adjustments to be made to the Summary Compensation Table totals to determine CAP for reporting in the Pay versus Performance Table. CAP is a value calculated under Item 402, but does not necessarily represent cash and/or equity transferred to the NEO without restriction. As required by Item 402, the following table details adjustments made to Summary Compensation Table total compensation values to arrive at CAP values (Note that NEOs do not participate in a defined benefit plan so there are no adjustments for pension benefits, and similarly, there are no adjustments made for dividends): Fiscal Year Named Executive Officers Summary Compensation Table Total Grant Date Value of New Awards Year End Value of New Awards Change in Value of Unvested Awards Change in Value of Vested Awards Total Equity Compensation Actually Paid Compensation Actually Paid 2022 CEO $ 3,345,835 $ (1,500,022 ) $ 849,766 $ (1,255,404 ) $ (5,170 ) $ (410,808 ) $ 1,435,005 Other NEOs 1,421,436 (750,048 ) 424,904 (639,163 ) (49,821 ) (264,080 ) 407,308 2021 CEO 5,466,562 (3,549,992 ) 2,566,569 (257,369 ) 247,223 2,556,423 4,472,993 Other NEOs 2,263,343 (1,883,432 ) 1,416,528 (487,841 ) 80,947 1,009,634 1,389,545 2020 CEO 2,730,786 (1,500,013 ) 1,112,684 330,282 806,572 2,249,538 3,480,311 Other NEOs 1,286,133 (800,054 ) 908,268 655,518 7,862 1,571,648 2,057,727 (2) The other NEOs include Ms. Fogertey and Mr. Koff. Ms. Fogertey’s compensation totals reflect amounts based on her time served in the position of Chief Financial Officer which began in fiscal 2021. (3) TSR is based on the value of an initial fixed investment of $100. The TSR peer group consists of the S&P 600 Restaurants Index. (4) The Company defines Adjusted EBITDA as net income before (A) interest expense, (B) income tax expense or benefit, (C) depreciation expense and (D) amortization expense, and excluding certain non-cash and other items not considered in the Company’s evaluation of ongoing operating performance, including equity-based compensation expense, deferred lease costs, impairment and loss on disposal of assets, amortization of cloud-based software implementation costs and certain non-recurring charges. Adjusted EBITDA (both budget and actual performance) excludes bonuses. | ||
Company Selected Measure Name | Adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | (2) The other NEOs include Ms. Fogertey and Mr. Koff. Ms. Fogertey’s compensation totals reflect amounts based on her time served in the position of Chief Financial Officer which began in fiscal 2021. | ||
Peer Group Issuers, Footnote [Text Block] | (3) TSR is based on the value of an initial fixed investment of $100. The TSR peer group consists of the S&P 600 Restaurants Index. | ||
PEO Total Compensation Amount | $ 3,345,835 | $ 5,466,562 | $ 2,730,786 |
PEO Actually Paid Compensation Amount | $ 1,435,005 | 4,472,993 | 3,480,311 |
Adjustment To PEO Compensation, Footnote [Text Block] | (1) Item 402 requires certain adjustments to be made to the Summary Compensation Table totals to determine CAP for reporting in the Pay versus Performance Table. CAP is a value calculated under Item 402, but does not necessarily represent cash and/or equity transferred to the NEO without restriction. As required by Item 402, the following table details adjustments made to Summary Compensation Table total compensation values to arrive at CAP values (Note that NEOs do not participate in a defined benefit plan so there are no adjustments for pension benefits, and similarly, there are no adjustments made for dividends): Fiscal Year Named Executive Officers Summary Compensation Table Total Grant Date Value of New Awards Year End Value of New Awards Change in Value of Unvested Awards Change in Value of Vested Awards Total Equity Compensation Actually Paid Compensation Actually Paid 2022 CEO $ 3,345,835 $ (1,500,022 ) $ 849,766 $ (1,255,404 ) $ (5,170 ) $ (410,808 ) $ 1,435,005 Other NEOs 1,421,436 (750,048 ) 424,904 (639,163 ) (49,821 ) (264,080 ) 407,308 2021 CEO 5,466,562 (3,549,992 ) 2,566,569 (257,369 ) 247,223 2,556,423 4,472,993 Other NEOs 2,263,343 (1,883,432 ) 1,416,528 (487,841 ) 80,947 1,009,634 1,389,545 2020 CEO 2,730,786 (1,500,013 ) 1,112,684 330,282 806,572 2,249,538 3,480,311 Other NEOs 1,286,133 (800,054 ) 908,268 655,518 7,862 1,571,648 2,057,727 | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,421,436 | 2,263,343 | 1,286,133 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 407,308 | 1,389,545 | 2,057,727 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (1) Item 402 requires certain adjustments to be made to the Summary Compensation Table totals to determine CAP for reporting in the Pay versus Performance Table. CAP is a value calculated under Item 402, but does not necessarily represent cash and/or equity transferred to the NEO without restriction. As required by Item 402, the following table details adjustments made to Summary Compensation Table total compensation values to arrive at CAP values (Note that NEOs do not participate in a defined benefit plan so there are no adjustments for pension benefits, and similarly, there are no adjustments made for dividends): Fiscal Year Named Executive Officers Summary Compensation Table Total Grant Date Value of New Awards Year End Value of New Awards Change in Value of Unvested Awards Change in Value of Vested Awards Total Equity Compensation Actually Paid Compensation Actually Paid 2022 CEO $ 3,345,835 $ (1,500,022 ) $ 849,766 $ (1,255,404 ) $ (5,170 ) $ (410,808 ) $ 1,435,005 Other NEOs 1,421,436 (750,048 ) 424,904 (639,163 ) (49,821 ) (264,080 ) 407,308 2021 CEO 5,466,562 (3,549,992 ) 2,566,569 (257,369 ) 247,223 2,556,423 4,472,993 Other NEOs 2,263,343 (1,883,432 ) 1,416,528 (487,841 ) 80,947 1,009,634 1,389,545 2020 CEO 2,730,786 (1,500,013 ) 1,112,684 330,282 806,572 2,249,538 3,480,311 Other NEOs 1,286,133 (800,054 ) 908,268 655,518 7,862 1,571,648 2,057,727 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Tabular List [Table Text Block] | Important Performance Measures As required by Item 402, the Company’s important performance measures for linking CAP to Company performance are Adjusted EBITDA, Total revenue and Shack-level operating profit. | ||
Total Shareholder Return Amount | $ 70.98 | 116.95 | 141.55 |
Peer Group Total Shareholder Return Amount | 97.44 | 122.76 | 126.09 |
Net Income (Loss) | $ (25,970,000) | $ (10,110,000) | $ (45,530,000) |
Company Selected Measure Amount | 83,970,000 | 67,530,000 | 28,800,000 |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Non-GAAP Measure Description [Text Block] | (4) The Company defines Adjusted EBITDA as net income before (A) interest expense, (B) income tax expense or benefit, (C) depreciation expense and (D) amortization expense, and excluding certain non-cash and other items not considered in the Company’s evaluation of ongoing operating performance, including equity-based compensation expense, deferred lease costs, impairment and loss on disposal of assets, amortization of cloud-based software implementation costs and certain non-recurring charges. Adjusted EBITDA (both budget and actual performance) excludes bonuses. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total revenue | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Shack-level operating profit | ||
PEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (1,500,022) | $ (3,549,992) | $ (1,500,013) |
PEO [Member] | Total Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (410,808) | 2,556,423 | 2,249,538 |
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 849,766 | 2,566,569 | 1,112,684 |
PEO [Member] | Change in Fair Value of Unvested Awards Granted in the Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,255,404) | (257,369) | 330,282 |
PEO [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (5,170) | 247,223 | 806,572 |
Non-PEO NEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (750,048) | (1,883,432) | (800,054) |
Non-PEO NEO [Member] | Total Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (264,080) | 1,009,634 | 1,571,648 |
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 424,904 | 1,416,528 | 908,268 |
Non-PEO NEO [Member] | Change in Fair Value of Unvested Awards Granted in the Current Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (639,163) | (487,841) | 655,518 |
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (49,821) | $ 80,947 | $ 7,862 |