Sumaiya Balbale
Shake ShackAbout Sumaiya Balbale
Independent Class III director at Shake Shack since March 2019; age 44. She is Chief Operating Officer at Sequoia Capital (joined June 2020), and previously led e-commerce, mobile and digital marketing at Walmart US (Feb 2017–Feb 2019) after serving as VP of Marketing at Jet.com (Sep 2014–Oct 2017) and roles at Quidsi (2010–2014). Education: BA, Brown University (2002); MBA, Harvard Business School (2009). Current SHAK term runs through the 2027 annual meeting; determined independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart US | VP, E-commerce, Mobile and Digital Marketing | Feb 2017–Feb 2019 | Led marketing transformation in digital media, social, analytics and martech |
| Jet.com | VP, Marketing | Sep 2014–Oct 2017 | Led brand, acquisition and retention; dual capacity at Jet/Walmart during first year post-acquisition |
| Quidsi (acquired by Amazon) | Marketing/e-commerce roles | 2010–2014 | Specialty e-commerce portfolio work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sequoia Capital | Chief Operating Officer | Jun 2020–Present | Operating executive; no SHAK-related transactions disclosed |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Independence: Determined independent under NYSE rules .
- Board structure: Classified board; Balbale is Class III, current term expires 2027; year appointed to current term: 2024 .
- Attendance: Board met 10 times in FY2024; Audit (4), Compensation (5), Nominating (5). All directors attended at least 75% of Board and relevant committee meetings; mandatory annual meeting attendance, all directors attended in 2024 .
- Lead Independent Director: Jeff Flug; executive sessions of independent directors held quarterly .
- Risk oversight: Audit oversees major financial risks, cybersecurity, food safety; Audit also considers and approves related-party transactions .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $62,500 | Paid quarterly; option to take 50%/75%/100% in RSUs |
| Committee chair fees | $7,500 (Compensation Chair) | Paid in cash; RSU equivalents of same fair value granted annually |
| Annual RSU grant | $62,500 grant-date fair value | Vests after one year; accelerates upon change of control |
| FY2024 actual – cash | $70,000 | Balbale’s fees paid in cash |
| FY2024 actual – RSUs | $70,019 | Balbale’s RSU grant fair value |
| FY2024 total | $140,019 | Sum of cash + RSUs |
| Unvested RSUs (12/25/2024) | 755 units | Outstanding unvested count |
Performance Compensation (Director)
| Performance Metrics Tied to Director Pay | Status |
|---|---|
| Performance-based equity (PSUs) or cash bonuses for directors | Not disclosed; director equity is time-based RSUs with one-year vesting |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | SHAK proxy does not list other public company boards for Balbale |
Expertise & Qualifications
- E-commerce and digital marketing, mobile, social media brand management .
- Education: BA (Brown), MBA (Harvard) .
- Recognitions: Fortune 40 Under 40 (2018) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 7,763 Class A shares; <1% outstanding |
| Included in beneficial count | 755 shares vesting within 60 days via RSU settlement |
| Unvested RSUs (as of 12/25/2024) | 755 units |
| Options | None disclosed for director; beneficial table footnotes list RSU settlement only for Balbale |
| Class B / LLC Interests | None disclosed for Balbale |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
| Director ownership guideline | 5x annual cash compensation; five years to achieve from appointment/effective date |
| Guideline compliance status | Not disclosed at individual director level |
Governance Assessment
- Strengths:
- Independent director serving as Compensation Committee Chair and Audit Committee member; strong governance involvement with oversight of pay and financial/cyber risks .
- Board policies: quarterly executive sessions of independent directors; separate Chair and CEO; anti-hedging/anti-pledging; director and executive stock ownership guidelines; clawback policy adopted Dec 1, 2023 .
- Attendance and engagement: meets threshold; mandatory annual meeting attendance met in 2024 .
- Say-on-pay support: 90.5% approval in 2024—signals investor acceptance of compensation governance .
- Potential conflict lens:
- External role as Sequoia Capital COO warrants monitoring for related-party exposure; Audit Committee must pre-approve related-person transactions and none involving Balbale are disclosed in the proxy .
- Board dynamics:
- Lead Independent Director structure and committee independence in place; Meyer Group nomination/committee assignment rights terminate after the 2025 Annual Meeting, reducing potential legacy influence on committee composition .
- RED FLAGS observed:
- None disclosed related to attendance, pledging/hedging, or director-specific related-party transactions .
Implications: Balbale’s digital and e-commerce operating background strengthens SHAK’s Compensation Committee leadership amid strategy pivots tied to omni-channel and margin metrics. Her dual committee roles indicate high engagement; absence of disclosed related-party transactions mitigates conflict risk, though continued monitoring is prudent given her external COO position .