Kate Lavelle
WingstopAbout Kate S. Lavelle
Independent director since March 2019; age 59. She chairs Wingstop’s Audit Committee, is designated an audit committee financial expert, and serves on the Technology Committee, bringing >20 years in finance/accounting including CFO of Dunkin’ Brands and senior finance roles at LSG Sky Chefs and Arthur Andersen. Term expires at the 2027 annual meeting; independence affirmed by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dunkin’ Brands, Inc. | Executive Vice President & Chief Financial Officer | Dec 2004 – Jul 2010 | Led corporate finance and reporting |
| LSG Sky Chefs (Lufthansa subsidiary) | Global SVP Finance & Chief Accounting Officer; prior management roles | Jan 2003 – Aug 2004; Mar 1998 – Jan 2003 | Global finance, accounting leadership |
| Arthur Andersen LLP | Senior Audit Manager | >10 years (dates not specified) | Audit administration and professional engagements |
External Roles
| Company | Role | Status | Tenure | Notes |
|---|---|---|---|---|
| Sonic Inc. | Director | Former | 2012 – 2018 | Public restaurant company |
| Jones Lang LaSalle | Director | Former | Not disclosed | Global real estate/professional services; dates not provided |
Board Governance
- Committee assignments: Audit (Chair); Technology (Member); designated audit committee financial expert .
- Independence: Board determined she is independent under Nasdaq and SEC rules; Board committees are 100% independent .
- Attendance and engagement: In FY2024 the Board met 6 times; each director participated in at least 75% of Board and respective committee meetings; all directors attended the 2024 annual meeting. Audit Committee held 6 meetings in FY2024 (7 in FY2023); Lavelle signed the FY2024 Audit Committee Report as Chair .
- Executive sessions: Non-management directors meet in executive session at least twice a year .
- Term/tenure: Director since 2019; Class III term expires in 2027 .
Fixed Compensation
Director cash compensation and committee fee schedule; Lavelle’s 2024 cash fees reflect her roles.
| Item | 2023 ($) | 2024 ($) |
|---|---|---|
| Annual cash retainer (non-employee director) | 70,000 | 80,000 |
| Audit Committee Chair fee | 20,000 | 20,000 |
| Technology Committee Member fee | 5,000 | 5,000 |
| Lavelle: Cash fees earned | 95,000 | 105,000 |
Performance Compensation
Annual restricted stock grants to directors (time-based; vest on first anniversary; dividend equivalents paid at vesting).
| Metric | 2023 | 2024 |
|---|---|---|
| Grant date | May 17, 2023 | May 23, 2024 |
| Shares granted (unvested at FY-end) | 566 | 342 |
| Grant-date fair value ($) | 115,164 | 130,000 |
| Vesting | One-year cliff at 1st anniversary | One-year cliff at 1st anniversary |
| Dividend equivalents | Accrue; paid on vest | Accrue; paid on vest |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Sonic Inc. (2012–2018); Jones Lang LaSalle (dates not disclosed) |
| Interlocks/overlaps | Compensation Committee interlocks: none reported for FY2024 ; FY2023 none |
| Related-party transactions | None >$120,000 since Jan 1, 2024; Policy overseen by Audit Committee |
Expertise & Qualifications
- Financial/accounting leadership (CFO, CAO) and audit experience; designated audit committee financial expert .
- Corporate governance, risk oversight, technology committee participation .
- Guidance on administration, strategic planning, corporate finance, financial reporting, M&A .
Equity Ownership
| Metric | 2023 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 4,317; includes 566 unvested RS | 3,909; includes 342 unvested RS |
| % of shares outstanding | <1% | <1% |
| Pledging/hedging | Prohibited by Insider Trading Policy; no pledges disclosed |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay approval (%) |
|---|---|
| 2023 | 98.5% |
| 2024 | 96.1% |
- Governance enhancements: 2025 proposals to declassify Board and eliminate supermajority voting; Board recommends FOR both .
Governance Assessment
- Strengths
- Independent audit chair with financial expert designation; strong committee activity and documented oversight (six Audit Committee meetings FY2024; signed committee report) .
- Clear independence; no related-party transactions; robust hedging/pledging prohibition; director stock ownership guideline at 5× annual cash retainer enhances alignment .
- Balanced director pay mix: modest cash retainer plus time-based equity with dividend equivalents; year-over-year increases reflect market norms (cash retainer from $70k to $80k; equity from $115k to $130k) .
- High Say-on-Pay support indicates shareholder confidence in overall compensation governance .
- Potential watch items
- Current external public directorships not disclosed, limiting network visibility; prior restaurant/real estate board service suggests industry familiarity but no current interlocks identified .
- Individual compliance with stock ownership guideline not explicitly disclosed; beneficial holdings are <1% of shares outstanding (typical for non-employee directors) .
Overall, Lavelle’s audit leadership and finance background support board effectiveness and investor confidence; absence of related-party exposure and strong governance practices (declassification, supermajority removal, clawback, ownership guidelines) mitigate conflict risk .