Joshua Silverman
Director at SHAK
Board
About Joshua Silverman
Joshua Silverman, age 56, has served on Shake Shack’s Board since November 2016 and is a Class II director with a term expiring in 2026 . He is CEO and a director of Etsy, Inc. (since May 2017) and previously held senior roles at American Express (President of Consumer Products & Services), Skype (CEO), Shopping.com (CEO), eBay NL/Marktplaats (Managing Director), and co-founded Evite; he holds a BA in Public Policy from Brown University (1991) and an MBA from Stanford GSB (1997) . The Board identifies him as independent under NYSE rules and notes his strategic leadership, cybersecurity, sustainability, risk and financial management experience; he is also deemed an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express | President, Consumer Products & Services | Jun 2011–Dec 2015 | Led consumer products/services; risk and financial management expertise |
| Skype | Chief Executive Officer | Feb 2008–Sep 2010 | Technology leadership; strategic planning in complex orgs |
| Shopping.com (eBay) | Chief Executive Officer | Jul 2006–Mar 2008 | E-commerce operations, strategy |
| eBay NL / Marktplaats.nl | Managing Director | Dec 2003–Jun 2006 | Market leadership, operations |
| Evite, Inc. | Co-founder & Chief Executive Officer | Dec 1998–May 2001 | Founder credentials; scaling digital platforms |
| Greylock Partners | Executive in Residence | Oct 2010–Jun 2011; Oct 2015–Apr 2017 | Venture advisory; strategic tech insights |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Etsy, Inc. | Chief Executive Officer; Director | CEO since May 2017 | Public company leadership; technology, cybersecurity experience |
| Clubbed Thumb Theater | Director (non-profit) | Not disclosed | Community engagement, governance |
| CFPB Consumer Advisory Board | Member (prior) | 2012–2015 | Consumer finance oversight perspective |
Board Governance
- Committee assignments:
- Audit Committee member; designated Audit Committee financial expert .
- Nominating & Corporate Governance Committee member .
- Chair roles: None; Audit Chair is Jeffrey Lawrence; Nominating Chair is Lori George .
- Independence: Listed among independent directors (NYSE definition) .
- Attendance: All directors attended at least 75% of Board and relevant committee meetings (Board met 10x in FY2024; Nominating 5x; Compensation 5x; Audit 4x) .
- Lead Independent Director: Jeff Flug .
- Executive sessions: Quarterly sessions of independent directors .
- Anti-hedging/pledging: Policy prohibits hedging, short sales, margin purchases, and pledging for all directors .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Lead Director Fees ($) | Equity RSUs ($ FV) | Notes |
|---|---|---|---|---|---|
| 2024 | 62,500 | — (not a chair) | — (not Lead Director) | 62,507 | Policy: $62,500 cash + $62,500 RSUs annually; directors may elect cash in RSUs; RSUs vest after 1 year; deferred settlement option adopted in 2024 |
Director Stock Ownership Guidelines: Non-employee directors must hold ≥5x annual cash compensation within 5 years; compliance status for Mr. Silverman not disclosed .
Performance Compensation
| Component | Grant Date Fair Value | Vehicle | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director Equity | $62,500 | RSUs | Vests after 1 year; subject to acceleration on change of control | None (time-based only) |
- Directors do not receive PSUs or option grants as part of annual director compensation; equity is time-based RSUs per policy .
- No director meeting fees disclosed (comp is via annual retainer and chair/lead premiums if applicable) .
Other Directorships & Interlocks
| Company | Shared Relationships with SHAK Vendors/Counterparties | Potential Interlock/Conflict |
|---|---|---|
| Etsy, Inc. | None disclosed in related-party transactions section; SHAK disclosed transactions with Madison Square Park Conservancy, Olo, and Block (Square), not Etsy | No related-party transactions disclosed for Mr. Silverman; policy requires Audit Committee review/approval and prohibits related director participation |
Expertise & Qualifications
- Strategic planning, leadership of complex organizations; risk and financial management .
- Cybersecurity oversight and sustainability experience; Audit Committee financial expert designation .
- Technology and digital platform leadership (Skype, eBay properties, Etsy) .
- Education: BA Brown University (1991); MBA Stanford GSB (1997) .
Equity Ownership
| As of Record Date (Apr 14, 2025) | Class A Shares Beneficially Owned | % of Class A | Class B Shares | Options Exercisable | RSUs Unvested |
|---|---|---|---|---|---|
| Joshua Silverman | 9,647 | <1% | — | 1,108 | 674 |
- Ownership includes exercisable options and RSUs vesting within 60 days; no pledging permitted under policy .
- Total outstanding shares: 40,221,661 Class A and 2,444,789 Class B (one vote per share) .
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| 2023-01-01 to 2025-11-20 | None returned | Insider-trades skill query for “Joshua Silverman” at SHAK returned no transactions in this window (Form 4 data) |
Governance Assessment
- Strengths: Independent director with deep technology, cybersecurity and financial management credentials; Audit Committee financial expert; active on Audit and Nominating committees; attends ≥75% of meetings; anti-hedging/pledging policies; quarterly independent executive sessions; robust related-party vetting by Audit Committee .
- Alignment: Director pay mix evenly split between cash and time-based RSUs; stock ownership guideline requires 5x cash retainer within 5 years (promotes alignment), though individual compliance status not disclosed .
- Conflicts: No related-party transactions disclosed involving Mr. Silverman or Etsy; policy prevents conflicted directors from participating in approvals .
- Signals: Company say-on-pay support was 90.5% in 2024, indicating general shareholder confidence in compensation governance; not specific to directors but suggests alignment with investor expectations .
- Red flags: None disclosed for Silverman. No hedging/pledging permitted; no related-party transactions; attendance threshold met. Monitor future disclosures for compliance with director ownership guidelines and any evolving interlocks.
Overall, Joshua Silverman appears to be a well-qualified, independent director contributing audit and governance oversight with limited conflict risk and a standard, shareholder-aligned director pay structure .