Jeff Flug
Lead Independent Director at SHAK
Board
About Jeff Flug
Jeff Flug, age 62, is Lead Independent Director of Shake Shack (SHAK), serving on the Board since January 2010. He is a former Goldman Sachs Managing Director and JPMorgan Head of North America Fixed Income Institutional Sales, and later President/COO/CFO of Union Square Hospitality Group (USHG) before retiring in 2015; he holds a BBA in Accounting (summa cum laude), is a CPA, and earned an MBA in Finance from Columbia Business School . He is deemed independent under NYSE rules and currently serves as Lead Director and a member of the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers | Accountant; attained CPA | 1984–1986 | Accounting foundation; CPA credential |
| Goldman, Sachs & Co. | Managing Director, Head of Fixed Income Financial Futures & Options Sales | 1988–2000 (GS tenure began 1988) | Capital markets leadership |
| JPMorgan Chase & Co. | Head of North America Fixed Income Institutional Sales | 2000–2006 | Institutional sales leadership |
| Millennium Promise (non-profit) | CEO & Executive Director | 2006–2009 | Social sector leadership |
| USHG | CFO & COO (Dec 2009–Jan 2011); President (Jan 2011–Jun 2015) | 2009–2015 | Restaurant operations/finance executive; retired 2015 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PennantPark Investment Corporation | Director | Current | Public company directorship |
| PennantPark Floating Rate Capital Ltd. | Director | Current | Public company directorship |
| USHG | Director | 2009–2015 | Prior internal board role |
| Sears Hometown & Outlet Stores | Director | 2012–2015 | Prior public company board |
| Mountain School of Milton Academy | Director | 2012–2015 | Non-profit board |
Board Governance
- Structure and roles: Lead Independent Director; member, Audit Committee; member, Compensation Committee .
- Independence: Board affirms Flug is independent under NYSE rules .
- Lead Director mandate and compensation: Presides over executive sessions, sets agendas for independent director sessions, liaises with Chair/management, can retain outside advisors; paid $12,500 cash and $12,500 in RSUs annually for the role .
- Attendance and engagement: In FY2024 the Board held 10 meetings; “All directors attended at least 75%” of Board and relevant committee meetings; directors are expected to attend the annual meeting, and all did in 2024 .
- Independent director executive sessions occur quarterly .
- Committee charters and oversight: Audit (financial reporting, audit, cyber, food safety risk); Compensation (executive/board pay, succession, people risk); Nominating & Corporate Governance (board eval, governance, sustainability oversight) .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash fees paid | $77,500 | Actual FY2024 cash fees to Flug |
| RSUs (grant-date fair value) | $75,027 | Actual FY2024 director equity to Flug |
| Total | $152,527 | Sum of cash + RSUs |
Director compensation policy parameters:
- Base annual cash retainer: $62,500; annual RSU grant: $62,500 (vests after one year) .
- Committee chair adders: Audit $10,000; Compensation $7,500; Nominating & Governance $5,000 (cash and RSUs, each) .
- Lead Director adders: $12,500 cash + $12,500 RSUs; may elect to take a portion of cash as RSUs; directors can defer RSU settlement (2025+ grants) .
Performance Compensation
- Directors do not receive performance-based bonuses or PSUs; annual director RSUs vest after one year and accelerate upon a change of control per award agreement .
- 2024 grant timing: Director equity awards were granted as of the June 12, 2024 annual meeting .
| Award | Grant Date | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (Director) | Jun 12, 2024 | $75,027 | Vest after one year; CoC acceleration | N/A (time-based only) |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock / Related-Party Note |
|---|---|---|---|
| PennantPark Investment Corporation | Public | Director | No SHAK related-party transaction disclosed |
| PennantPark Floating Rate Capital Ltd. | Public | Director | No SHAK related-party transaction disclosed |
- Related party transactions disclosed by SHAK in 2024 involved Madison Square Park Conservancy (Board Chair Daniel Meyer), Olo, and Block, Inc.; no transactions were disclosed involving Jeff Flug .
Expertise & Qualifications
- Financial markets and risk expertise (Goldman Sachs MD; JPMorgan head of institutional sales) .
- Public company board experience and strategic leadership of complex organizations .
- Hospitality operating experience (USHG President/COO/CFO) .
- Board-identified skills: strategic planning, leadership, and understanding of risks facing public companies .
Equity Ownership
| Metric (as of Record Date Apr 14, 2025) | Amount | Notes |
|---|---|---|
| Class A common stock beneficially owned | 3,347 | Includes 809 RSUs vesting within 60 days |
| Class B common stock beneficially owned | — | None |
| Ownership as % of outstanding | * | Less than 1% |
| Unvested RSUs outstanding (12/25/2024) | 809 | Unvested director RSUs |
- Stock ownership policy for directors: Hold Class A/LLC Interests equal to 5x the annual cash Board retainer within 5 years; anti-hedging and anti-pledging policies apply .
Insider Trading Activity (recent)
| Date | Action | Shares | Price | Plan/Notes |
|---|---|---|---|---|
| Jun 12, 2024 | RSU grant (director) | 809 | $92.74 | Annual director grant (per Form 4 feed) |
| Jul 5, 2024 | Sale | 152 | $85.2551 | Under Rule 10b5-1 plan entered May 18, 2023 |
| Jul 17, 2024 | Sale | 152 | $90.085 | Reported as scheduled under plan |
| Aug 5, 2024 | Sale | 304 | $92.10 | Reported in Form 4 filing |
Note: Multiple sources indicate these were small, pre-scheduled sales under a 10b5-1 plan, which reduces informational signaling risk .
Governance Assessment
- Board effectiveness: Flug holds the Lead Independent Director role with strong authorities (executive session leadership, agenda influence, advisor retention), bolstering independent oversight during a period of leadership change at SHAK .
- Independence and conflicts: SHAK explicitly deems Flug independent; 2024 related-party transactions disclosed do not involve him, mitigating conflict-risk signals .
- Engagement: Board and committees were active in 2024 (10 Board meetings; all directors ≥75% attendance), and the Board holds quarterly independent director executive sessions; Lead Director compensation aligns with added responsibilities .
- Ownership alignment: Director equity awards are time-based RSUs with one-year vest, and directors must reach 5x-retainer ownership within 5 years; SHAK prohibits hedging, short sales, pledging—reducing misalignment or leverage risk .
- Shareholder feedback: Say-on-Pay support was 90.5% in 2024, indicating broad investor support for SHAK’s compensation governance framework (context for Compensation Committee on which Flug serves) .
RED FLAGS
- None disclosed specific to Flug (no related-party transactions, no attendance issues, no hedging/pledging permitted) .
Watch items
- Historical affiliation with USHG (2010–2015) while independent today; ongoing monitoring advisable given legacy ties to SHAK’s founder’s organization .
- Individual ownership is modest as a % of outstanding (common for outside directors); company policy requires 5x retainer over 5 years—no individual compliance status disclosed .
Appendix: Director Compensation Policy Summary (reference)
| Policy Element | Cash | RSUs | Vesting/Other |
|---|---|---|---|
| Base director retainer | $62,500 | $62,500 | RSUs vest after 1 year; CoC acceleration |
| Audit Chair | $10,000 | $10,000 | Adders |
| Compensation Chair | $7,500 | $7,500 | Adders |
| Nominating & Gov. Chair | $5,000 | $5,000 | Adders |
| Lead Director | $12,500 | $12,500 | Annual; Lead responsibilities per charter |
| Cash-as-RSUs election | — | Optional | Directors may take 50%/75%/100% of cash as RSUs |
| RSU deferral | — | Allowed | 2025+ grants can be deferred to set date or retirement (+up to 2 yrs) |