Charles Chapman III
Director at SHAK
Board
About Charles Chapman III
Charles Chapman III, age 62, is a Class III independent director of Shake Shack, serving since July 2023 with his current term expiring in 2027 . He is a seasoned restaurant executive with 25+ years in operations, supply chain, development, and marketing, including senior leadership roles at Panera Bread (COO; Chief International & Supply Chain Officer; EVP Development/IT/Non-Traditional) and earlier roles at International Dairy Queen, Bruegger’s Bagels, Darden Restaurants, and Bain & Company . He was CEO of Tatte Bakery & Café (2020–Feb 2024) and is a Partner at Act III Holdings, LLC; he currently serves on the board of Taymax and formerly served on boards of Cava, Panera Bread, and American Dairy Queen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Panera Bread | COO; Chief International & Supply Chain Officer; EVP Development, IT, Non-Traditional Growth | 2011–2019 | Led company and franchise operations, L&D, HR, ops tools, bakery function; supply chain and international expansion |
| International Dairy Queen | COO; Chief Development Officer; Chief Concept Officer | Prior to 2011 (dates not specified) | Concept and development leadership; operations oversight |
| Bruegger’s Bagels | Chief Operating Officer | Prior to Dairy Queen (dates not specified) | Operations leadership |
| Beantown Bagels (Bruegger’s franchisee) | President & Co-owner | Prior to Bruegger’s (dates not specified) | Franchise operations and ownership |
| Darden Restaurants | Marketing, finance, operations roles | Early career (dates not specified) | Functional experience across key disciplines |
| Bain & Company | Associate Consultant, Consultant | Early career (dates not specified) | Strategy and analytical foundation |
| Tatte Bakery & Café | Chief Executive Officer | 2020–Feb 2024 | Led brand; exit prior to SHAK’s 2025 proxy |
External Roles
| Organization | Role | Current/Prior | Committees/Impact |
|---|---|---|---|
| Act III Holdings, LLC | Partner | Current | Investor in emerging restaurant/entertainment niches |
| Taymax | Director | Current | Board service (committee details not disclosed) |
| Cava | Director | Prior | Board service (committee details not disclosed) |
| Panera Bread | Director | Prior | Board service (committee details not disclosed) |
| American Dairy Queen | Director | Prior | Board service (committee details not disclosed) |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board-designated independent director under NYSE rules .
- Tenure and classification: Class III director; current term expires in 2027 .
- Attendance: Board met 10 times in FY2024; Nominating & Corporate Governance and Compensation met 5 times each; Audit met 4 times; all directors attended at least 75% of applicable meetings, and all directors attended the 2024 annual meeting per mandatory policy .
- Board leadership: Separate Chair and CEO, quarterly executive sessions of independent directors, Lead Independent Director role (Jeff Flug), and robust governance practices including annual assessments and stockholder engagement .
Fixed Compensation
Policy and 2024 actuals:
- Non-employee director policy: Annual cash retainer $62,500; RSU grant $62,500; chair adders (Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000); Lead Director cash and RSUs $12,500 each; directors may elect to receive 50–100% of cash in RSUs and can defer RSU settlement beginning in 2025; director ownership guideline = 5x annual cash retainer, with 5-year compliance window .
- FY2024 compensation for Chapman: He elected to receive cash compensation in equity for the 2024 service year; cash paid $0; RSUs granted $125,014; total $125,014 .
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 0 | Elected to receive cash in equity |
| RSUs (grant-date fair value) | 125,014 | Annual and elected equity in lieu of cash |
| Committee Chair Fees | 0 | Not a chair (member only) |
| Meeting Fees | 0 | Not part of policy; not disclosed |
Performance Compensation
- Directors receive time-based RSUs that vest after one year; no performance-conditioned equity or cash metrics apply to non-employee directors . | Performance Element | Metric | Weight | Payout Basis | |---|---|---|---| | Director equity | Time-based RSUs | n/a | Vest after one year; accelerated on change-of-control |
Other Directorships & Interlocks
- Current public/private boards: Taymax; Partner at Act III Holdings .
- Former public/private boards: Cava, Panera Bread, American Dairy Queen .
- Related-party transactions: SHAK discloses related-party dealings with Madison Square Park Conservancy, Olo, and Block; no transactions disclosed involving Chapman, Act III, Taymax, Cava, Panera, Tatte, or Dairy Queen; Audit Committee pre-approves related-person transactions, and related directors are recused .
Expertise & Qualifications
- Deep operational leadership across restaurant operations, supply chain, franchising, development, IT, and marketing; broad public company experience; strategic planning expertise in evolving concepts .
Equity Ownership
| Holder | Class A Shares Beneficially Owned (#) | Class B Shares (#) | % of Class A | Notes |
|---|---|---|---|---|
| Charles Chapman III | 2,967 [including 1,348 RSUs vesting within 60 days] | — | * | “*” denotes less than 1%; RSUs counted if vesting within 60 days of record date |
Unvested RSUs: 1,348 as of Dec 25, 2024 .
Ownership alignment policies:
- Director stock ownership guideline: 5x annual cash retainer; 5 years to achieve .
- Anti-hedging and anti-pledging policy applicable to directors (prohibits short sales, options, collars, margin purchases, and pledging) .
Governance Assessment
Strengths and investor-confidence signals:
- Independent status and dual committee membership (Compensation; Nominating & Corporate Governance) support strong oversight of pay, succession, governance, sustainability, and Board evaluation .
- High engagement: Board/committee cadence with minimum 75% attendance, mandatory annual meeting attendance, and quarterly independent executive sessions .
- Compensation alignment: Elected to take cash retainer in equity, increasing skin-in-the-game; RSUs vesting policy and 5x ownership guideline enhance alignment; anti-hedge/pledge policy mitigates misalignment risks .
- Committee process quality: Compensation Committee (of which Chapman is a member) conducts peer benchmarking and approved pay design changes; shareholder say-on-pay support was 90.5% in 2024, signaling broad investor endorsement of compensation governance .
Watch items and potential conflicts:
- External affiliations: Partner at Act III Holdings and current/prior boards across restaurant ecosystem (Taymax; formerly Cava, Panera Bread, American Dairy Queen) imply potential industry interlocks; SHAK’s robust related-party policy and Audit Committee screening reduce conflict risk; no Chapman-related transactions disclosed in 2024 .
- Time commitment: Multiple external roles could pose bandwidth risk; mitigated by attendance compliance and governance structure requiring quarterly executive sessions and annual assessments .
- No red flags disclosed: No pledging/hedging, loans, or related-party transactions involving Chapman; anti-hedge/pledge and mandatory audit pre-approval processes in place .
Overall, Chapman’s deep operating expertise and elected equity compensation choice are positive alignment signals; related-party controls are robust and no Chapman-specific conflicts are disclosed in the proxy .