Jeffrey Lawrence
Director at SHAK
Board
About Jeffrey Lawrence
Jeffrey Lawrence is an independent Class III director at Shake Shack, serving since May 2023; his current term runs through 2027 and he is age 51 . He chairs the Audit Committee and is designated an “audit committee financial expert” by the Board, reflecting deep finance and public company experience . Lawrence’s background includes 20+ years at Domino’s Pizza (five years as EVP & CFO), CFO roles at FIGS and ShiftKey, and early-career public accounting; he holds an MBA (Ross, University of Michigan) and a BBA (Wayne State), and is a CPA (Michigan, registered status) . Shake Shack’s Board classifies him as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domino’s Pizza, Inc. | EVP & CFO; senior roles over 20+ years | CFO for five years; service from 2000+ | Led IPO and brand turnaround, tech transformation, global expansion, store-level profitability improvements; best-in-class shareholder returns |
| FIGS, Inc. | Chief Financial Officer | 2020–2021 | Led IPO; partnered to grow shareholder value |
| ShiftKey | Chief Financial Officer | 2022–2023 | CFO of tech-enabled labor marketplace |
| Domino’s China (master franchisee) | Director | Prior to 2020s (date not specified) | Board service to master franchisee |
| General Atlantic | Senior Advisor | Current | Capital markets and strategic advisory |
| Public accounting (Michigan) | Certified Public Accountant (registered status) | Early career | CPA credential; finance and audit expertise |
External Roles
| Organization | Role | Sector | Notes/Interlocks |
|---|---|---|---|
| Xponential Fitness (NYSE: XPOF) | Director | Fitness/Consumer | Current public company directorship |
| Joe & the Juice | Board member and chair | Foodservice/Restaurants | Current chair and director; adjacent to casual/dining category |
Board Governance
- Independence: Independent director (NYSE rules) .
- Classification: Class III; current term expires in 2027 .
- Committee assignments: Audit Committee chair; committee members include Sumaiya Balbale, Jeff Flug, and Joshua Silverman .
- Financial expert: Board determined Lawrence qualifies as an “audit committee financial expert” under Item 407(d)(5) .
- Attendance: In FY2024, the Board met 10 times; Audit met 4; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance practices: Separate Chair/CEO; Lead Independent Director role; quarterly executive sessions of independent directors .
- Meyer Group designation rights to Board seats end after the 2025 annual meeting, reducing sponsor influence over committee composition .
Fixed Compensation
| Item | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Fees paid in cash ($) | $0 | $0 | Elected to receive cash compensation in equity for 2024 |
| RSUs grant-date fair value ($) | $125,017 | $145,045 | Annual director RSUs; chair receives additional RSUs |
| Total ($) | $125,017 | $145,045 | Mix aligned with equity-heavy pay |
| Unvested RSUs outstanding (shares) | 1,610 (as of 12/27/2023) | 1,564 (as of 12/25/2024) | Outstanding unvested units as of year-end |
| Policy: Annual cash retainer | $62,500 | $62,500 | Payable quarterly; election to take 50–100% in RSUs |
| Policy: Annual RSU grant | $62,500 fair value | $62,500 fair value | Granted post-annual meeting; 1-year vesting |
| Policy: Audit Chair cash + RSU | $10,000 cash; $10,000 RSU | $10,000 cash; $10,000 RSU | Chair premia by committee |
| RSU vesting terms | 1 year (accelerates on change of control) | 1 year (accelerates on change of control) | Written award agreements |
| Deferral option (adopted 2024) | — | RSU settlement deferral elections available 2025+ | Alignment and tax planning |
Performance Compensation
| Component | FY2023 | FY2024 | Performance Metrics |
|---|---|---|---|
| Performance-conditioned director equity | None disclosed | None disclosed | Director RSUs are time-based; no director PSUs/options in policy |
| Clawback policy | Executive incentive comp clawback adopted Dec 1, 2023 | Executive incentive comp clawback in force | Applies to exec officers; directors not covered |
| Hedging/pledging policy | Prohibits hedging and pledging for directors | Prohibits hedging and pledging for directors | Anti-hedging/short sale/margin pledges |
Shake Shack’s director program is cash + time-based RSUs; there are no director PSUs or option awards, and RSUs vest after one year, subject to acceleration upon change of control .
Other Directorships & Interlocks
| Company | Type | Role | Potential Conflict/Interlock |
|---|---|---|---|
| Xponential Fitness (NYSE: XPOF) | Public | Director | No disclosed transactions with SHAK; unrelated sector |
| Joe & the Juice | Private | Board chair and member | Adjacent foodservice competitor; monitor for competitive overlap or related-party transactions; none disclosed by SHAK |
| Domino’s China (master franchisee) | Private | Former Director | No SHAK-related transactions disclosed |
Expertise & Qualifications
- Capital markets and CFO leadership: Led IPOs at Domino’s and FIGS; extensive finance and transformation experience .
- Operational and technology transformation: Domino’s digital transformation; global expansion and store-level profitability gains .
- Governance and audit: Audit Committee chair; audit committee financial expert; CPA credential .
- Education: MBA (Ross, High Distinction); BBA (summa cum laude, Wayne State) .
Equity Ownership
| Metric | Value |
|---|---|
| Class A shares beneficially owned | 3,174 (beneficial ownership <1% of Class A) |
| Class B shares | None |
| Shares acquirable within 60 days (RSUs vesting) | 1,564 Class A shares via RSU vesting |
| Options (exercisable/unexercisable) | None disclosed for Lawrence |
| Shares pledged | Prohibited by policy; pledging not permitted |
| Director ownership guideline (2024 revision) | 5x annual cash compensation ($62,500) within 5 years from appointment; compliance status not individually disclosed |
Governance Assessment
- Positives: Independent status; Audit Committee chair and financial expert designation; strong attendance; equity-heavy director pay (100% equity elected in FY2024) aligns with shareholder interests; anti-hedging/anti-pledging policies; clear RSU vesting and change-of-control terms .
- Potential watch items: External chair role at Joe & the Juice presents adjacency to foodservice competition; monitor for time/attention constraints or related-party transactions—none disclosed by SHAK; director ownership guideline compliance status not disclosed at individual level .
- Shareholder sentiment: 2025 say-on-pay approved (31,508,136 For; 1,494,774 Against; 138,790 Abstain), supporting broader compensation governance; 2023 say-on-pay received over 90% approval .