Robert Lynch
About Robert Lynch
Robert M. Lynch (age 48) is an independent director of Kontoor Brands (KTB) since March 2021. He is Chief Executive Officer and a director of Shake Shack, Inc. (since May 2024). Previously he served as President & CEO of Papa John’s International (Aug 2019–May 2024) and held senior roles at Arby’s (President; Brand President & CMO), Taco Bell (VP Marketing), H.J. Heinz, and Procter & Gamble. He holds a B.A. in economics and political science and an MBA from the University of Rochester .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Papa John’s International, Inc. | President & Chief Executive Officer | Aug 2019 – May 2024 | Led turnaround and brand strategy (as disclosed in bio) |
| Arby’s Restaurant Group | President | Aug 2017 – Aug 2019 (start disclosed; end implied by Papa John’s start) | Brand growth leadership |
| Arby’s Restaurant Group | Brand President & Chief Marketing Officer | Aug 2013 – Aug 2017 | Marketing and brand stewardship |
| Taco Bell | Vice President of Marketing | Not disclosed | Marketing leadership |
| H.J. Heinz Company | Senior roles | Not disclosed | Consumer packaged goods experience |
| Procter & Gamble | Senior roles | Not disclosed | Brand management foundation |
External Roles
| Organization | Position | Tenure | Board/Committees |
|---|---|---|---|
| Shake Shack, Inc. | Chief Executive Officer and Director | Since May 2024 | Director on public board |
Board Governance
- Independence: Determined independent under NYSE standards; one of seven independent directors (7/8 independent) .
- Committee assignments: Member, Talent and Compensation Committee (TCC) .
- Engagement and attendance: Board met 5 times in 2024; each director attended >85% of Board and committee meetings and all attended the 2024 annual meeting .
- TCC activity and advisors: TCC held 7 meetings in 2024; members are Ashley Goldsmith (Chair), Robert Lynch, and Andrew Page; the committee used independent consultants (CAP through July 2024; FW Cook thereafter) with independence affirmed .
- Executive sessions: Non-management directors met in executive session 4 times in 2024; Lead Independent Director presides .
- Interlocks: No compensation committee interlocks or insider participation .
- Overboarding policy: Executives of public companies may serve on no more than two public company boards; Lynch (CEO of SHAK and director at KTB) is within the limit .
Fixed Compensation (Director)
| Year | Cash Retainer | Committee/Chair Fees | Equity RSUs (Grant-Date Value) | All Other | Total |
|---|---|---|---|---|---|
| 2024 | $85,000 | $0 (not a chair) | $160,000 | — | $245,000 |
Notes:
- Non-employee director program: $85,000 cash retainer; annual equity retainer RSUs of $160,000; chair fees: Audit $30,000; TCC $25,000; Nominating & Governance $20,000; Lead Independent Director retainer $100,000; meeting fees above 10 per year $1,500 per meeting .
- 2024 deferral: Lynch elected to defer 100% of cash compensation under the Director Deferred Savings Plan .
Performance Compensation (Director)
| Component | Structure | Metrics/Features |
|---|---|---|
| Annual Director RSU Grant | Fully vested at grant; settled in shares 1 year after grant; earns dividend equivalents until settlement | No performance metrics for director equity; grants are not performance-based . |
2024 grant details:
- Grant date and shares: 2,652 RSUs granted on April 1, 2024 for each serving director .
- Grant-date fair value: $60.34 per RSU for April 1, 2024 grants (total $160,000) .
- Settlement: April 1, 2025; earns dividend equivalents; fully vested at grant .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Shake Shack, Inc. | Director (and CEO) | Not disclosed | No TCC interlocks reported at KTB |
Expertise & Qualifications
- Public-company CEO experience; extensive marketing/brand leadership across QSR and CPG; strategic management and financial expertise as current CEO of a global public company .
- Board-wide skills matrix indicates all directors, including Lynch, bring executive management, corporate governance, international experience, and sustainability perspectives to the board’s oversight mix .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 13, 2025) | 13,320 shares; less than 1% of outstanding |
| Director stock awards balance (as of Dec 28, 2024) | 9,655 (RSUs and phantom shares in director plan) |
| Options held | 0 (non-employee directors hold no options) |
| Ownership guideline (directors) | 5x annual cash retainer |
| Compliance status | Exceeds guideline |
| Pledging/Hedging | Prohibited for directors; no pledging or holding in margin accounts; no hedging |
Insider trading and filings:
| Item | 2024 Status |
|---|---|
| Section 16(a) compliance | No delinquent filings reported for Lynch; late Form 4s cited only for Baxter and Waldron due to administrative error |
Governance Assessment
- Positives:
- Independent director with strong consumer/brand operating background; active TCC member; >85% meeting attendance; signed TCC report, indicating engagement .
- Director compensation aligned with market and equity-heavy structure; Lynch voluntarily deferred all cash compensation, signaling alignment .
- Exceeds director ownership guideline; anti-hedging/anti-pledging policy reduces misalignment risk .
- No related-party transactions involving Lynch disclosed; no compensation committee interlocks .
- Watchpoints:
- Time commitments as a sitting public-company CEO and KTB director; however, complies with KTB’s overboarding limit for executive officers (max two public-company boards) .
- Director equity is not performance-conditioned (fully vested at grant), a common but debated practice; nonetheless, annual settlement cadence and ownership guidelines mitigate concerns .
Say-on-Pay context for investor confidence: KTB’s 2024 say‑on‑pay received >95% support, suggesting overall investor alignment with compensation governance, which the TCC (including Lynch) oversees .