Daniel Meyer
Chairman of the Board at SHAK
Board
About Daniel Meyer
Daniel H. Meyer (age 67) is Chairman of the Board of Shake Shack, a role he has held since January 2010. He is Founder and Executive Chairman of Union Square Hospitality Group (USHG). Current external roles include director at Olo, Inc. and at the Madison Square Park Conservancy. Prior public company boards include The Container Store (2013–2017), Sotheby’s (2011–2015), and OpenTable (2000–2014). His core credentials center on hospitality operations, strategic planning, and board leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Square Hospitality Group (USHG) | Founder & Executive Chairman | Not disclosed | Built multi-restaurant platform; restaurants earned 28 James Beard Awards. Authored Setting the Table. |
| OpenTable | Director | 2000–2014 | Technology and hospitality interface oversight. |
| Sotheby’s | Director | 2011–2015 | Public company governance experience. |
| The Container Store | Director | 2013–2017 | Retail and consumer board experience. |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Olo, Inc. | Director | Public | SHAK vendor for mobile ordering; see Related-Party section. |
| Madison Square Park Conservancy | Director | Non-profit | Conservancy licenses SHAK’s original location; see Related-Party section. |
Board Governance
- Role: Non-executive Chairman of the Board; SHAK separates Chair and CEO roles.
- Independence: Meyer is not listed among NYSE-defined independent directors.
- Committee assignments: None; Audit, Compensation, and Nominating/Corporate Governance committees are fully independent and chaired by independent directors.
- Lead Independent Director: Jeff Flug; empowered to set executive session agendas; receives additional retainers. Executive sessions of independent directors occur quarterly.
- Board/committee meeting cadence and attendance (FY2024): Board 10; Nominating & Governance 5; Compensation 5; Audit 4. All directors attended ≥75% of applicable meetings; directors are expected to attend the Annual Meeting and all did in 2024.
Fixed Compensation (Director)
| Component | Policy/Amount | FY2024 Actual for Meyer |
|---|---|---|
| Annual cash retainer | $62,500; directors may elect to take 50/75/100% in RSUs | Elected equity in lieu of cash (reflected below). |
| Committee chair fees | Audit $10k; Compensation $7.5k; N&CG $5k (cash + equal-value RSUs) | N/A (not a chair). |
| Lead Director fee | $12.5k (cash + equal-value RSUs) | N/A (Lead Director is Jeff Flug). |
| Annual equity (RSUs) | $62,500 grant date fair value (+ adders for chairs/Lead Director) | $125,014 RSUs (reflecting equity in lieu of cash); unvested RSUs at 12/25/24: 1,348. |
Notes: 2024 policy amendments allow directors to defer settlement of RSUs granted in 2025+ until a specified time or up to two years post-retirement. Director stock ownership guideline: ≥5x annual cash retainer within five years.
Performance Compensation (Director)
- No performance-conditioned director pay disclosed; annual grants are time-based RSUs vesting after one year, subject to change-in-control acceleration per award agreements.
Other Directorships & Interlocks
| Entity | Relationship to Meyer | Nature of SHAK Relationship | FY2024 Amount |
|---|---|---|---|
| Olo, Inc. | Director | Platform used for SHAK mobile ordering | ~$838,000 paid by SHAK. |
| Madison Square Park Conservancy | Director | Licenses the Madison Square Park Shack site to SHAK | ~$937,000 paid by SHAK. |
Governance handling: SHAK has a Related Person Transactions policy; Audit Committee (independent) reviews/approves these transactions considering arm’s-length terms and materiality.
Expertise & Qualifications
- Hospitality operating expertise as USHG founder; broad board leadership; strategic planning in complex organizations; author of widely cited hospitality leadership book.
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class B Shares Beneficially Owned | Combined Voting Power |
|---|---|---|---|
| Daniel Meyer (and related) | 1,698,955 | 1,861,057 | 8.3% |
| Footnotes and breakdown: |
- Includes: 380,437 Class A via Daniel H. Meyer Investment Trust (grantor/trustee/beneficiary); 2,003 options currently exercisable; 1,348 RSUs vesting within 60 days of record date; 9,861 Class A directly; 1,861,057 Class B via DHM 2012 Gift Trust; 1,305,306 Class A via Gift Trust. Meyer disclaims beneficial ownership of shares held by the Gift Trust and Investment Trust.
- Anti-hedging and anti-pledging policy: Directors are prohibited from hedging and pledging SHAK stock.
- Director stock ownership guideline: ≥5x annual cash retainer within five years (compliance status not disclosed).
Insider Trades and Share Exchanges
| Date(s) | Related Meyer Family Holder | Transaction | Amount |
|---|---|---|---|
| Jan 25 & Mar 25, 2024 | David A. Swinghamer | Redemption to Class A shares | 10,000 |
| Mar 25, 2024 | National Philanthropic Trust | Redemption to Class A shares | 16,500 |
| Mar 25 & May 28, 2024 | Richard Coraine 2012 Family Trust | Redemption to Class A shares | 10,000 |
| Apr 25, 2024 | Nancy Meyer Revocable Trust | Redemption to Class A shares | 12,100 |
| Apr 25, 2024 | Isaac Weiss-Meyer QMT | Redemption to Class A shares | 1,254 |
| Apr 25 & Oct 25, 2024 | Amy Weiss-Meyer QMT | Redemption to Class A shares | 1,645 |
| Jul 25, 2024 | Roxanne H. Frank Revocable Trust | Redemption to Class A shares | 31,778 |
Notes:
- These are redemptions/exchanges of SSE Holdings LLC interests into Class A shares under the LLC Agreement; not open-market purchases/sales.
- TRA obligations: As of 12/25/2024, cumulative payments due under the Tax Receivable Agreement totaled $247,734,000 (no payments made in FY2024).
Governance Assessment
Strengths
- Independent committees (Audit, Compensation, Nominating/Governance) with identified financial experts on Audit; quarterly executive sessions led by a Lead Independent Director.
- Clear anti-hedging/anti-pledging policy and enhanced director ownership guideline (5x retainer).
- Strong shareholder support for executive pay (2024 say-on-pay approval >90.5%).
- Separation of Chair and CEO roles.
Risks and potential red flags
- Chair is not independent; Meyer’s long tenure and influence warrant monitoring of board independence dynamics.
- Related-party transactions tied to Meyer’s external affiliations (Olo: ~$838k; Madison Square Park Conservancy: ~$937k) create conflict perceptions, though subject to Audit Committee oversight.
- Meyer Group rights: Nomination/committee designation rights terminate after the 2025 Annual Meeting; however, certain Meyer Group approval rights over major corporate actions continue as long as ownership thresholds are met (≥10% of post-IPO holdings). Governance influence will need reassessment post-2025.
- Dual-class structure elements (Class B with voting rights tied to LLC interests) and sizable combined voting power associated with Meyer/related trusts (8.3%) concentrate influence.
Board effectiveness signals
- Attendance: all directors ≥75%; robust meeting cadence across committees.
- Ongoing board evaluations and quarterly review of board structure and shareholder rights by Nominating & Governance.
Policy framework and controls
- Written policy for related-person transactions with disinterested Audit Committee approval; indemnification agreements in place.
Overall view
- The presence of independent committee structures, a Lead Independent Director, and anti-hedging/ownership policies mitigate some risks. However, non-independent chairmanship, related-party exposures linked to Meyer’s external roles, and Meyer Group’s historical rights warrant continued monitoring—particularly as director designation rights sunset after the 2025 meeting and as TRA/LLC redemptions continue to shape ownership and control.