Karen Kochevar
About Karen Kochevar
Independent director since October 2016; age 62; career CFO/finance executive with extensive private equity and hospitality experience. Former Partner and Chief Financial Officer at Union Square Hospitality Group (parent of Shake Shack) and earlier finance/corporate development leadership at USHG; prior decade in financial services (Warburg Pincus, Three Cities Research/Quilvest, Lehman Brothers). Education: A.B. in International Relations from Stanford; M.B.A. with distinction in Finance from Wharton. Selected for board service for financial/strategic planning acumen, leadership of complex organizations, and audit committee experience. Independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Square Hospitality Group (USHG) | Partner & Chief Financial Officer | 2011–2014 | Senior finance leader for parent of Shake Shack; led finance and strategy across hospitality businesses |
| Union Square Hospitality Group | Finance & Corporate Development leadership | 2005–2011 | Corporate development and finance leadership |
| Warburg Pincus | Private equity professional | Not disclosed | Financial services experience contributing to investment and governance skillset |
| Three Cities Research (Quilvest affiliate) | Private equity professional | Not disclosed | Financial services experience |
| Lehman Brothers | Investment banking | Not disclosed | Banking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brown Brothers Harriman U.S. mutual fund complex | Trustee | Current | Mutual fund governance oversight |
| PE-owned growth companies (U.S., Europe, Middle East) | Independent board director | Since 2015 | Portfolio company governance; companies not named in proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/term | Class III; term expiring at the 2026 Annual Meeting; director since 2016 |
| Independence | Board affirmatively determined Kochevar is independent under NYSE rules |
| Committees | Audit Committee (member; audit committee financial expert); People, Culture & Compensation Committee (member) |
| Committee chairs | Audit Committee chaired by David Bosserman; Compensation chaired by Lauri Shanahan (Kochevar is member, not chair) |
| Meeting cadence & attendance | 2024: Board met 4x; Audit 8x; Compensation 5x; Nominating 4x. Each director attended ≥75% of Board/committee meetings on which they served; 9 of 10 directors attended the 2024 Annual Meeting |
| Compensation consultant | Pearl Meyer engaged; assessed independent; no conflicts |
| Risk oversight | Audit Committee oversees enterprise/cyber risk; quarterly cyber briefings; Audit approves related party transactions |
Fixed Compensation
| Year | Component | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Fees earned (cash) | 92,500 | Annual Board retainer ($75,000) plus committee member retainers per policy (Audit $10,000; Compensation $7,500; Nominating $5,000) |
| 2024 | Equity (time-vesting RSUs) | 120,545 | 1,307 RSUs granted June 20, 2024; fair value per grant-date closing price under ASC 718; vest on June 20, 2025 |
| 2024 | Options | — | No option grants to directors in 2024; options outstanding disclosed separately |
- Policy note (effective Jan 1, 2025): Annual RSU grant value increased to $150,000; chair retainers increased (Chair $85,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000); member retainers unchanged. RSUs cliff-vest at next Annual Meeting or 1-year, and vest in full upon change in control.
Performance Compensation
| Instrument | Grant date | Shares/Units | Grant-date fair value ($) | Vesting schedule |
|---|---|---|---|---|
| RSUs (Director annual grant) | 2024-06-20 | 1,307 | 120,545 | Cliff vest on 2025-06-20 (or pre-Annual Meeting); full vesting upon change in control |
| Options (as of 2024-12-29) | Exercisable (#) | Unexercisable (#) | Total (#) |
|---|---|---|---|
| Legacy director options | 27,253 | 9,375 | 36,628 |
Compensation Committee performance metrics overseen by Kochevar (for NEO annual incentives in 2024): | Metric | Weighting (%) | Threshold 25% payout ($) | Target 100% payout ($) | Max 200% payout ($) | Actual result ($) | Payout (% of target) | |---|---:|---:|---:|---:|---:|---:| | Adjusted EBITDA | 67 | 75,605,000 | 88,947,000 | 123,626,000 | 126,248,000 | 200% | | Revenue | 33 | 779,607,000 | 866,230,000 | 996,165,000 | 963,713,000 | 175% | | Company performance payout | — | — | — | — | — | 192% |
- Committee applied objective financial goals (Adjusted EBITDA 67%, Revenue 33%) and individual performance to NEO STIP; average NEO payout 189% for 2024. Signals disciplined pay-for-performance oversight.
Other Directorships & Interlocks
| Company | Public company? | Role | Committee roles | Interlocks/Conflicts |
|---|---|---|---|---|
| Brown Brothers Harriman U.S. mutual fund complex | No (mutual fund trust) | Trustee | Not disclosed | None disclosed in proxy |
| Compensation Committee interlocks (CAVA) | — | Member | Compensation | No member (including Kochevar) was an officer/employee or former officer; committee independence affirmed. Ronald Shaich served part of 2024; related party transactions involving him are separately disclosed; none noted for Kochevar. |
Expertise & Qualifications
- Audit committee financial expert designation; deep proficiency in financial statements and controls.
- Finance, private equity, investment banking, and hospitality operations experience; led finance in founder-led, iconic brands; strategic planning credentials.
- Wharton M.B.A. (Finance, with distinction); Stanford A.B.
Equity Ownership
| As-of date | Beneficial ownership (outstanding) (#) | Right to acquire within 60 days (#) | Total beneficially owned (#) | % of outstanding |
|---|---|---|---|---|
| 2025-04-21 | — | 32,310 | 32,310 | <1% |
| As-of date | Options exercisable (#) | Options unexercisable (#) | Unvested RSUs (#) |
|---|---|---|---|
| 2024-12-29 | 27,253 | 9,375 | 1,307 |
- Director/Executive Stock Ownership Guidelines: Non-employee directors targeted at 5× annual cash retainer; the Committee assessed progress annually and disclosed each director met or was on a satisfactory path by 2024 year-end. Hedging prohibited; pledging requires preclearance.
Governance Assessment
- Board effectiveness: Dual committee service (Audit; People, Culture & Compensation) plus “audit committee financial expert” status strengthens oversight of financial reporting, risk (including cyber), and executive pay—favorable for investor confidence.
- Independence & engagement: Board determined she is independent; 2024 attendance threshold (≥75%) met by all directors; regular committee cadence (Audit 8x; Compensation 5x) indicates active governance.
- Pay structure & alignment: Director pay is modest (2024 cash $92,500; RSUs $120,545) with time-based equity that vests annually, and robust ownership guidelines (5× retainer) to promote alignment; 2025 increases to RSU value ($150,000) and chair retainers warrant monitoring for pay inflation but member retainers unchanged.
- Conflicts & related-party exposure: Audit Committee (including Kochevar) must pre-approve related party transactions under a formal policy; no related-party transactions are disclosed involving Kochevar in the proxy—reduces conflict risk.
- Compensation oversight signals: The Compensation Committee’s 2024 framework emphasized Adjusted EBITDA over Revenue, with quantified targets and above-target performance, supporting pay-for-performance discipline for executives; first Say-on-Pay held in 2025 with Board recommendation “FOR” and annual frequency—enhances shareholder input.
RED FLAGS
- None disclosed specific to Kochevar: no pledging/hedging allowances (prohibited), no related-party transactions noted, no interlocks as officer/employee; monitor 2025 director equity value increase for pay escalation risk (policy-level).