Tristan Walker
Director at SHAK
Board
About Tristan Walker
Tristan Walker (age 40) is an independent Class II director of Shake Shack, serving on the Board since June 2020; his current term runs through the 2026 annual meeting. He is the Founder and former CEO of Walker & Company Brands (merged into Procter & Gamble in Dec 2018; he served as CEO through June 2023), Founder of Heirloom Management Co., former Entrepreneur-in-Residence at Andreessen Horowitz, and former Director of Business Development at Foursquare. He holds a BA in economics from Stony Brook University (valedictorian, 2005) and an MBA from Stanford GSB (2010).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walker & Company Brands | Founder; CEO | Founded 2013; CEO through June 2023 | Built culturally connected consumer brands; led sale to Procter & Gamble (Dec 2018) |
| Procter & Gamble (via merger) | CEO of Walker & Co unit | Dec 2018 – June 2023 | Operated within P&G; continued growth of acquired brands |
| Andreessen Horowitz | Entrepreneur-in-Residence | 2012 – 2013 | Early-stage company advisory; network access in venture ecosystem |
| Foursquare | Director of Business Development | 2009 – 2012 | Led strategic partnerships and monetization; integrated with major brands (AmEx, NYT, CNN, MTV, Starwood, Starbucks) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foot Locker, Inc. | Director | Current | Public company board oversight |
| Heirloom Management Co. | Founder | Current | Investment fund partnering with disruptive, culturally connected companies |
| CODE2040 | Founder | Ongoing | Pipeline for Black/Latino engineers via tech internships |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (not Chair). The committee oversees director nominations, governance guidelines, Board evaluations, and sustainability/social responsibility oversight.
- Independence: Board determined Walker is independent under NYSE rules.
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in FY2024.
- Engagement/structure: Separate Chair and CEO; Lead Independent Director (Jeff Flug) with defined responsibilities; quarterly executive sessions of independent directors.
- Tenure/class: Class II director; term expires 2026.
Fixed Compensation (Director)
| Component | Amount/Terms | 2024 Actual for Walker |
|---|---|---|
| Annual cash retainer | $62,500, paid quarterly (option to take 50–100% in RSUs) | $62,500 |
| Annual RSU grant | RSUs with $62,500 grant-date fair value; vest after 1 year; change-of-control acceleration | $62,507; total comp $125,007 |
| Committee chair fees | Audit Chair $10k; Compensation Chair $7.5k; Nominating Chair $5k; each with matching RSU value | Not applicable (Walker not chair) |
| Lead Director fee | $12,500 cash + $12,500 RSUs annually | Not applicable (Lead Director is Jeff Flug) |
| Deferral elections | Directors may defer RSU settlement to a future date or up to two years post-retirement | Policy adopted for grants in 2025 and thereafter |
| Ownership guideline | Directors required to hold 5x annual cash retainer; five-year compliance window | Policy in place; individual compliance not disclosed |
Performance Compensation (Director)
| Performance Metric | Weight | Design/Outcome |
|---|---|---|
| None (director pay) | — | Director compensation consists of cash retainer and time-based RSUs; no performance-conditioned awards for directors |
Other Directorships & Interlocks
| Company | Relationship to SHAK | Potential Interlock/Conflict |
|---|---|---|
| Foot Locker, Inc. | Unrelated retail; no disclosed SHAK transactions | No related-party transactions disclosed involving Walker; SHAK related-party disclosures list Madison Square Park Conservancy, Olo, and Block (none linked to Walker) |
Expertise & Qualifications
- Brand/marketing and consumer growth expertise from founding and scaling Walker & Co, plus senior BD roles in tech; awards include Fortune “World’s Greatest Leaders,” TIME 100 Next, Fortune “40 Under 40,” AdAge “Creative 50,” among others.
- Governance experience via public company board at Foot Locker and committee service at SHAK.
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (Class A) | 4,756 shares; less than 1% of outstanding |
| RSUs vesting within 60 days of record date | 674 shares |
| Unvested RSUs held at FY2024 year-end | 674 shares |
| Options (exercisable/unexercisable) | None disclosed for Walker |
| Pledging/Hedging | Prohibited for directors under Insider Trading Policy (anti-hedging/anti-pledging) |
| Director ownership guideline | 5x annual cash retainer; five years to meet (individual status not disclosed) |
Governance Assessment
- Strengths: Independent director with relevant consumer/brand expertise; active N&CG Committee membership; Board structure features separation of Chair/CEO, Lead Independent Director, and quarterly executive sessions; attendance at least 75% in FY2024; robust anti-hedging/anti-pledging and clawback policies enhance alignment and accountability.
- Alignment: Director compensation mix balances cash with time-based equity; 5x retainer ownership guideline should promote longer-term alignment (individual compliance not disclosed).
- Conflicts/Related-party exposure: No Walker-linked related-party transactions disclosed; Audit Committee oversees related-party transactions per policy.
- Investor confidence signals: Say-on-pay support was 90.5% at the 2024 Annual Meeting, indicating broad shareholder support for compensation governance.
RED FLAGS: None identified specific to Walker based on latest proxy disclosures (no related-party transactions; hedging/pledging prohibited; attendance met threshold).