Kay Madati
WingstopAbout Kay Madati
Kilandigalu (Kay) M. Madati, age 52, has served on Wingstop’s Board since 2017 and is an independent director. He chairs the Technology Committee and sits on the Audit Committee; his current Board class term expires at the 2027 annual meeting. Madati is a seasoned digital, marketing, and media executive with leadership roles at FIFA (Chief Commercial Officer), Twitter (Global VP, Head of Content Partnerships), BET Networks (EVP & Chief Digital Officer), Facebook (Head, Entertainment & Media, Global Marketing Solutions), and CNN (VP, Audience Experience & Engagement) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FIFA | Chief Commercial Officer | Jul 2021–Aug 2022 | Led global commercial strategy; revenue partnerships |
| Twitter, Inc. | Global VP & Head of Content Partnerships | 2017–2020 | Built content ecosystem and monetization for media partners |
| BET Networks (Viacom) | EVP & Chief Digital Officer | 2014–2017 | Drove digital transformation and audience engagement |
| Head, Entertainment & Media, Global Marketing Solutions | 2011–2014 | Led industry partnerships and marketing solutions | |
| CNN Worldwide | VP, Audience Experience & Engagement | 2008–2011 | Enhanced audience experience and engagement analytics |
| Community Connect; Octagon Worldwide; BMW of North America | Various leadership roles | Prior to 2008 | Digital/media, sports marketing, and automotive leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed in the proxy |
Board Governance
- Independence: The Board determined Madati is independent under Nasdaq/SEC rules; Wingstop maintains 100% independent Board committees and all directors (except the CEO) are independent .
- Committee assignments: Audit Committee member; Technology Committee Chair .
- Attendance: In FY2024, the Board met six times; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet in executive session at least twice annually; such sessions occurred in 2024 .
- Governance enhancements: Board proposed declassification and elimination of supermajority voting provisions in 2025, signaling alignment with best practices .
| Committee | Role | FY2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit | Member | 6 | Financial reporting, internal controls, auditor oversight, related-party transaction policy, compliance, risk (incl. cybersecurity with Technology Committee) |
| Technology | Chair | 3 | IT strategy, performance metrics, cybersecurity and technology risk oversight |
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Director Cash Retainer | $80,000 | Standard non-employee director retainer |
| Technology Committee Chair Fee | $12,500 | Additional annual chair retainer |
| Audit Committee Member Fee | $5,000 | Additional annual member retainer |
| Total Cash Fees (Madati) | $97,500 | Sum of director retainer + committee fees |
| Expense Reimbursement | Reasonable out-of-pocket reimbursed | Travel and related Board/committee duties |
| Equity Grant | Shares | Grant Date | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Restricted Stock (Madati) | 342 | May 23, 2024 | $130,000 (valued at $381.12/share) | Vests in full on first anniversary | Restricted stock accrues dividend equivalents paid at vesting; Chair of the Board receives higher equity ($190,000) cap; non-employee director equity limit $400,000/fiscal year |
Performance Compensation
| Feature | Applies to Director Grants | Metric/Terms | Outcome |
|---|---|---|---|
| Performance-based metrics | No | Director equity awards are time-based restricted stock; no performance conditions | Not applicable |
| Dividend equivalents | Yes | Accrue on restricted stock; paid at vesting | Included with vesting |
| Annual equity framework | Yes | Annual grant at meeting date; one-year vest | Standardized per policy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; no executive served on boards where Wingstop directors were executives |
| Related-party transactions | None ≥$120,000 since Jan 1, 2024 involving directors/executives/5% holders or their immediate families |
| Shared directorships with competitors/suppliers/customers | Not disclosed; Audit Committee reviews related-party transactions policy |
Expertise & Qualifications
- Digital/media/technology expertise; strategic planning, marketing, and audience engagement leadership across global platforms (FIFA, Twitter, BET, Facebook, CNN) .
- Technology oversight credentials reflected by Technology Committee chair role and Board’s focus on cybersecurity and tech risk oversight .
- Audit Committee member (not designated an “audit committee financial expert” by the Board) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested Restricted Stock | Notes |
|---|---|---|---|---|
| Kay M. Madati | 5,147 | 0.018% (calculated from 5,147/28,113,848) | 342 | Unvested shares are included in beneficial ownership due to voting rights; no options disclosed; “less than 1%” overall noted in table |
| Shares Outstanding | 28,113,848 | — | — | Shares outstanding as of Feb 28, 2025 |
- Hedging/pledging: Company policy prohibits directors from hedging or pledging Wingstop stock; senior management and directors are barred from using stock as loan collateral/margin .
- Ownership guidelines: Independent directors must own at least 5x their annual cash retainer in Wingstop stock or qualifying derivatives (i.e., 5 × $80,000 = $400,000 guideline); individual compliance status not disclosed .
Governance Assessment
- Positive signals: Independent status; Technology Committee chair and Audit Committee member; robust committee meeting cadence; Board’s enhanced governance proposals (declassification and supermajority removal); attendance ≥75% and annual meeting participation .
- Alignment and incentives: Director pay mix balanced between fixed cash retainer and time-based equity with dividend equivalents; stock ownership guidelines at 5x retainer promote alignment; hedging/pledging prohibited .
- Conflicts/related-party: No related-party transactions involving Madati reported; Compensation Committee interlocks absent .
- Board effectiveness context: 100% independent committees; executive sessions of non-management directors occur regularly; structured risk oversight across Audit, Compensation, Nominating & Corporate Governance, and Technology committees .
RED FLAGS: None identified in disclosed materials—no related-party transactions, hedging/pledging prohibited, and attendance thresholds met. Note that individual compliance with director stock ownership guidelines is not disclosed (monitor as a potential alignment check in future filings) .