Katherine Fogertey
Shake ShackAbout Katherine Fogertey
Chief Financial Officer of Shake Shack since June 14, 2021; age 41 as of the 2025 record date; BSBA in Accounting, Finance, and International Business from Washington University in St. Louis (Olin). Prior to SHAK, she spent 16 years at Goldman Sachs, including VP & Lead Equity Analyst for U.S. Restaurants and VP Lead Derivative Strategist overseeing single-stock options and global ETFs . Company performance during her tenure: total revenue grew 20.8% in FY2023 to $1,087.5M and 15.2% in FY2024 to $1,252.6M; Adjusted EBITDA rose from $131.8M in FY2023 to $175.6M in FY2024; same‑Shack sales increased 4.4% in FY2023 and 3.6% in FY2024 . SHAK’s pay‑versus‑performance disclosure shows total shareholder return (TSR) value of an initial $100 rising to $220.23 in 2024 (from $126.67 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs | VP & Lead Equity Analyst, U.S. Restaurants | Apr 2019–Dec 2020 | Focus on technology’s impact on restaurant profitability/market share; deep peer relationships . |
| Goldman Sachs | VP, Lead Analyst, Global Single-Stock Derivatives & ETFs | Nov 2010–Apr 2019 | Oversaw single-stock options in U.S./LatAm and global ETFs; market structure expertise . |
| Goldman Sachs | Associate, Fundamental Analyst; Derivatives Proprietary Trading; Financial Equity Analyst (Comm Equipment Tech) | Prior to 2010 (dates not disclosed) | Research, modeling, and trading responsibilities in derivatives and equities . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 469,038 | 492,490 | 568,120 |
| Target Bonus (% of Base) | 50% (per employment agreement) | 50% | 75% initially; raised to 100% effective 6/27/2024 |
| Actual Bonus Paid ($) | 319,213 | 361,700 | 584,950 |
Notes:
- Base salary increased to $600,000 effective 6/27/2024 following peer review and merit considerations .
- 2024 target bonus was increased to 75% for the year and further to 100% effective 6/27/2024; maximum payout opportunity 200% .
Performance Compensation
Annual Cash Incentive – FY2024 (Semi-annual design)
| Metric | Weighting | Target (H1) | Actual (H1) | Target (H2) | Actual (H2) | Payout (H1) | Payout (H2) |
|---|---|---|---|---|---|---|---|
| Total Revenue | 50% | $605,921,000 | $606,999,612 (100.2%) | $641,524,522 | $645,608,740 (100.6%) | 116.1% (component) | 129.0% (component) |
| Adjusted EBITDA | 50% | $84,821,175 | $88,461,263 (104.3%) | $93,234,221 | $99,566,293 (106.8%) | 116.1% (component) | 129.0% (component) |
Total FY2024 cash incentive payout for Fogertey: 157.1% of target, $584,950 (pro-rated under target changes) .
Annual Cash Incentive – FY2023 (Quarterly design)
| Metric | Weighting | Design | Aggregated Payout |
|---|---|---|---|
| Total Revenue vs Budget | 50% | Quarterly targets, company-wide | Contributed to 146.9% total payout |
| Adjusted EBITDA vs Budget | 50% | Quarterly targets, company-wide | Contributed to 146.9% total payout |
Total FY2023 cash incentive payout for Fogertey: 146.9% of target, $361,700 .
PSUs – FY2024 Annual Grant (one-year performance; four-year ratable vesting)
| Metric | Weighting | Target | Actual % Achievement | Actual % Payout |
|---|---|---|---|---|
| Total Revenue | 50% | $1,248,316,000 | 100.3% | 101.7% |
| Adjusted EBITDA | 50% | $178,518,000 | 105.3% | 126.6% |
Target PSUs granted: 3,497; PSUs earned for FY2024: 3,990 (vest ratably over four years) .
PSUs – November 2021 Special Grant (three-year cumulative performance; cliff vest Mar 1, 2025)
| Metric | Weighting | Performance Period | Target PSUs | Result |
|---|---|---|---|---|
| Total Revenue | 50% | FY2022–FY2024 | Part of 8,851 target | 87.2% (below threshold; 0% payout on this metric) |
| Adjusted EBITDA | 50% | FY2022–FY2024 | Part of 8,851 target | 137.4% (max 200% payout metric) |
PSUs earned: 8,851 (vested Mar 1, 2025) .
Equity Ownership & Alignment
| Metric | As of FY 2024 (Record date Dec 2023/Dec 2024) | As of Apr 14, 2025 Record Date |
|---|---|---|
| Beneficial Ownership (Class A shares) | 10,168 | 13,271 |
| Unvested RSUs (#) | 24,646 (detail: 8,599 7/15/2021; 4,993 3/1/2022; 7,557 3/1/2023; 3,497 3/1/2024) | Not separately tabulated in 2025 proxy; outstanding table referenced as of 12/25/2024 |
| Unearned PSUs (#) | 12,348 (8,851 11/15/2021; 3,497 3/1/2024) | PSU earning certified for 2021 grant (8,851 earned, vested 3/1/2025); 2024 PSUs earned 3,990 |
| Options (Exercisable/Unexercisable) | None disclosed for Fogertey | None disclosed |
| Anti‑Hedging/Pledging Policy | Hedging, short sales, and pledging are prohibited for employees and directors | |
| Stock Ownership Guidelines | Executives required to hold: CEO 2× salary; CFO/COO 1× salary by fifth anniversary of hire . Prior policy specified Fogertey’s requirement as of June 14, 2027 at 1× salary . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start Date | Appointed CFO effective June 14, 2021 . |
| Contract Term & Renewal | Three-year initial term from 6/14/2021; auto-renews for successive one-year terms unless notice given ≥90 days before expiration . Current term extended through 6/14/2025, with auto-renewal . |
| Base Salary (2024) | $600,000 effective 6/27/2024 . |
| Short‑Term Bonus Target | 2024: increased to 75% for the year; further to 100% effective 6/27/2024; max 200% . |
| Annual Equity | Eligible for annual RSUs/PSUs; 2024 grant 3,497 RSUs and 3,497 PSUs; PSUs earned 3,990 . |
| Severance (No Cause/Good Reason) | Base salary continuation: 3 months (≥6 months service), 6 months (≥1 year), plus 1 additional month for each additional year, up to 12 months; prorated annual bonus based on actual performance; COBRA reimbursement equal to employee share for up to the severance period . |
| Non‑Compete | 12 months post‑termination; prohibits competition in “better burger,” QSR with hamburger emphasis, or fast casual restaurants . |
| Non‑Solicit/Non‑Disparagement | 12 months post‑termination non-solicit of employees/customers; mutual non‑disparagement . |
| Arbitration | Employment disputes resolved via binding arbitration (JAMS; FAA) . |
| Clawback | Dodd‑Frank compliant clawback policy adopted Dec 1, 2023 (mandatory recovery for restatements) . |
| Hedging/Pledging | Prohibited for employees and directors . |
Investment Implications
- Pay‑for‑performance alignment: Fogertey’s annual cash incentive design and PSUs are driven by Total Revenue and Adjusted EBITDA, with 2024 payouts reflecting outperformance on EBITDA and revenue; 2024 PSU earned above target (3,990 vs 3,497), reinforcing linkage to operational delivery .
- Retention and selling pressure: The November 2021 special PSU vested on March 1, 2025 (8,851 shares earned), and 2024 PSUs vest ratably over four years—monitor Form 4s for potential disposition activity around vest dates; anti‑hedging/pledging reduces alignment risk .
- Ownership alignment: Beneficial ownership increased to 13,271 Class A shares by April 14, 2025; subject to 1× salary stock ownership guideline by the fifth anniversary—provides increasing “skin‑in‑the‑game” expectations .
- Protection and risk: Severance terms are moderate (max 12 months salary, prorated bonus), with 12‑month non‑compete in core restaurant categories; strong clawback and trading policy governance; say‑on‑pay saw over 90% approval (2023) and 90.5% in 2024, indicating shareholder support .