Lynn Crump-Caine
WingstopAbout Lynn Crump-Caine
Lynn Crump-Caine, age 68, has served on Wingstop’s board since 2017 and is the independent Chair of the Board. She previously was Executive Vice President of Worldwide Operations at McDonald’s and founded OutsideIn Consulting, bringing over 30 years of restaurant operating expertise in global supply chain, standards and systems, real estate development, and innovation. The Board has affirmatively determined she is independent under Nasdaq standards. Her current WING board term expires at the 2026 annual meeting.
Past Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| McDonald’s Corporation | Executive Vice President of Worldwide Operations; prior roles included EVP U.S. Restaurant Systems and SVP U.S. Operations | Led growth strategies, standards/systems, global supply chain, real estate development, and innovation worldwide |
| OutsideIn Consulting | Founder and Chief Executive Officer | Organizational performance and strategy development consulting |
External Roles
| Organization | Role | Status |
|---|---|---|
| Thrivent Financial | Director | Current |
| Advocate Healthcare | Director | Current |
| The ExCo Group (formerly Merryck & Co.) | Chair of the Board; Mentor | Current |
| G&K Services | Director | Former |
| Krispy Kreme Doughnuts, Inc. | Director | Former |
Board Governance
- Board Chair; Wingstop separates Chair and CEO roles, which the Board believes enhances oversight and execution effectiveness. Ms. Crump-Caine presides over executive sessions of non-management directors.
- Committee memberships: Nominating and Corporate Governance Committee (member); served on the Audit Committee in 2024 (listed on Audit Committee report).
- Independence: Board determined Ms. Crump-Caine is independent; all board committees are 100% independent.
- Attendance and engagement: Board met six times in FY2024; each director participated in at least 75% of Board and respective committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Non-management directors meet at least twice each year; these were held in 2024 with Ms. Crump-Caine presiding.
- Governance enhancements: Board proposed declassifying the board and eliminating supermajority voting provisions (Proposals 4 and 5).
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Annual director cash retainer | 80,000 |
| Chair of the Board cash retainer | 60,000 |
| Audit Committee member fee | 5,000 |
| Nominating & Corporate Governance Committee member fee | 5,000 |
| Total cash fees earned (Ms. Crump-Caine) | 150,000 |
Notes:
- Footnote confirms Ms. Crump-Caine’s cash fees reflect service as director, Chair of the Board, and member of the Audit and Nominating & Corporate Governance Committees.
Performance Compensation
| Equity Component (2024) | Detail |
|---|---|
| Restricted stock grant (Chair) | 499 shares granted on May 23, 2024; fair value $190,000; vests in full on first anniversary of grant; restricted stock accrues dividend equivalents paid at vesting |
- Annual non-employee director equity award policy: $130,000 fair value in restricted stock for directors; $190,000 for Chair; grant date is the annual meeting; one-year vest; dividend equivalents accrue and are paid at vesting.
Other Directorships & Interlocks
| Company | Relationship to WING | Potential Interlock/Conflict Commentary |
|---|---|---|
| Thrivent Financial; Advocate Healthcare; The ExCo Group | None disclosed | No related-party transactions over $120,000 involving directors since Jan 1, 2024. Audit Committee oversees related-party policy. |
| G&K Services; Krispy Kreme Doughnuts, Inc. (former) | None disclosed | Former directorships; no current related-party exposure disclosed. |
Expertise & Qualifications
- Deep restaurant operations leadership (McDonald’s EVP Worldwide Operations, EVP U.S. Restaurant Systems, SVP U.S. Operations) with expertise in growth strategy, systems/standards, global supply chain, real estate, and innovation.
- Extensive public company governance experience as current and former director; strong risk management and governance acumen.
- Recognized as independent Chair, contributing outside perspective and leadership to executive sessions and board processes.
Equity Ownership
| Metric (as of Feb 28, 2025) | Value |
|---|---|
| Total beneficial ownership (shares) | 8,852 |
| Ownership % of class | Less than 1% |
| Unvested restricted stock (included in totals) | 499 |
| Hedging/Pledging policy | Directors prohibited from hedging and pledging Company stock under insider trading policy |
| Director stock ownership guideline | Independent directors required to hold 5x annual cash retainer in common stock/qualifying derivatives |
Governance Assessment
- Strengths: Independent Chair structure; 100% independent committees; documented independence; strong attendance; robust stock ownership guidelines for directors; prohibition on hedging/pledging; no related-party transactions disclosed; annual Say‑on‑Pay support of 96.1% in 2024; proactive proposals to declassify board and remove supermajorities.
- Compensation alignment: Director pay mix leans toward equity (restricted stock), supporting shareholder alignment; Chair receives one-year vesting equity grant with dividend equivalents paid at vesting, maintaining at‑risk exposure.
- Committee effectiveness: Participation on Nominating & Corporate Governance (oversight of ESG policies/governance practices) and Audit (2024) supports board oversight depth; Audit Committee charter includes related-party review, risk, and compliance.
- RED FLAGS: None observed—no hedging/pledging, no related-party transactions, strong attendance, and independent leadership; continued monitoring warranted for any evolving interlocks, but none disclosed.