David Goebel
WingstopAbout David L. Goebel
Independent director since 2017 (Class I) and Chair of Wingstop’s Compensation Committee; age 74 in the 2025 proxy. Goebel brings 40+ years across restaurant and retail, including CEO of Applebee’s International, operating and franchise development roles, and executive coaching through The ExCo Group, providing deep expertise in operations, franchising, supply chain, risk management, succession planning, and executive compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applebee’s International, Inc. | President & CEO; prior executive roles | 2001–2007; CEO in 2006–2007 | Led ~2,000 restaurants; strategy, operations, international footprint |
| Santoku, Inc. (Pie Five Pizza; Cultivare Greens & Grains) | Founding Principal & President | Formed in 2008 | Concept development; operating leadership |
| Mr. Goodcents Franchise Systems, Inc. | Acting President & CEO | 2010–Dec 2014 | Franchise oversight; turnaround leadership |
| Summit Management, Inc. | President | Prior to 2001 | Executive development, strategic planning consulting |
| Finest Foodservice, LLC (Boston Market franchise) | Co-founder & COO | 1994–1998 | Developed 80 restaurants across seven states |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jack in the Box Inc. (NASDAQ: JACK) | Chairman of the Board; previously Lead Director | Current | Restaurant peer expertise; potential industry insights |
| Murphy USA Inc. (NYSE: MUSA) | Director | Current | Gas/convenience food retailer; no disclosed related-party dealings with Wingstop |
| The ExCo Group (formerly Merryck & Co.) | Partner & Faculty | Since May 2008 | Executive coaching and mentoring |
Board Governance
- Independence and committee roles: Independent; Chair of Compensation Committee; member of Nominating & Corporate Governance Committee .
- Board/committee activity: Board met 6 times in FY2024; every director attended ≥75% of board and respective committee meetings; all directors attended the 2024 annual meeting .
- Committee meetings: Compensation Committee met 5 times; Nominating & Corporate Governance met 4 times in FY2024 .
- Executive sessions and leadership: Non-management directors meet in executive session at least twice annually; independent Chair presides (Chair: Lynn Crump‑Caine) .
- Interlocks: No compensation committee interlocks or insider participation; none of the comp committee members were officers; no cross-directorships involving Wingstop executives in 2024 .
- Stockholder alignment: Say‑on‑pay approved with 96.1% support at 2024 meeting .
Fixed Compensation
| Component | Amount/Detail | FY2024 Evidence |
|---|---|---|
| Annual director retainer (cash) | $80,000 | Policy table |
| Compensation Committee Chair fee | $15,000 | Policy table |
| Nominating & Corporate Governance Committee member fee | $5,000 | Policy table |
| Total cash fees (Goebel) | $100,000 | Director comp table and footnote (Chair of Compensation; member of Nominating) |
| Meeting fees | None disclosed | Policy narrative (retainers only) |
Performance Compensation
| Equity Award (Director) | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | May 23, 2024 | 342 | $130,000 (valued using $381.12 closing price) | Vests in full on first anniversary of grant date |
Director equity is time-based restricted stock; no performance-based director awards disclosed .
Executive compensation metrics overseen by the Compensation Committee (context for governance assessment):
| Program | Metric | FY2024/2025 Design Notes |
|---|---|---|
| Annual cash incentive | Adjusted EBITDA; Net new unit openings | Continued focus; for 2025, increased slope of payout curve on net new units to require more performance for max payout |
| Long-term equity (PSUs) | Return on Incremental Invested Capital (ROIIC) | For 2025, increased threshold, target, and maximum achievement percentages for ROIIC PSUs |
| Risk controls | Clawback; hedging/pledging prohibition | Clawback policy compliant with Rule 10D-1; prohibition on director/officer hedging and pledging |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Jack in the Box Inc. | Chairman | Restaurant industry peer; no Wingstop related-party transactions disclosed | No related-party transactions since Jan 1, 2024 |
| Murphy USA Inc. | Director | Supplier/customer overlap not indicated; convenience retail | No related-party transactions since Jan 1, 2024 |
Expertise & Qualifications
- Operational leadership across franchising, concept development, supply chain, risk assessment/management, succession planning, executive compensation, and strategic planning; provides valuable guidance for board oversight and pay design .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested Restricted Stock | Notes |
|---|---|---|---|---|
| David L. Goebel | 6,781 | <1% | 342 | Shares outstanding: 28,113,848 as of Feb 28, 2025; unvested RS carry voting but no dispositive power |
| Policy | Stock Ownership Guideline (Director) | Requirement | Hedging/Pledging | Notes |
| Wingstop Directors | 5x annual cash retainer | 500% of retainer | Prohibited | Applies to all directors; compliance status vs guideline not specifically disclosed per director |
Governance Assessment
- Strengths: Independent director; active committee leadership (Comp Chair); robust attendance; strong say‑on‑pay (96.1%) supports pay-for-performance design; formal prohibitions on hedging/pledging and established clawback policy; no related-party transactions; no compensation committee interlocks .
- Alignment: Director pay mix is balanced—cash retainers plus time-based equity; ownership guidelines promote skin-in-the-game; Goebel holds 6,781 shares including 342 unvested RS, aligning interests; pledging prohibited reduces misalignment risk .
- Watch items: Director-specific compliance with ownership guideline not disclosed; continued oversight needed on evolving performance metric calibration (payout curve slope and ROIIC thresholds) to avoid unintended pay inflation; no red flags noted in related-party or interlocks for 2024 .
RED FLAGS: None disclosed—no related-party transactions; no hedging/pledging allowed; no compensation committee interlocks; acceptable attendance .