Michael Hislop
WingstopAbout Michael J. Hislop
Independent director of Wingstop Inc. since October 2011; age 70; currently serves on the Compensation Committee and Technology Committee; standing for re‑election as a Class I director with a term expected to expire at the 2028 annual meeting if elected . Hislop is a longtime restaurant operator and former CEO/Chairman of Corner Bakery and Il Fornaio, recognized with the IFMA Silver Plate (2010) and Nation’s Restaurant News Golden Chain Award (2013) for industry leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corner Bakery | Chairman; Chief Executive Officer | Chairman: Feb 2006–Mar 2020; CEO: Feb 2006–Oct 2015 | Led national bakery-café chain; industry recognition for operational excellence |
| Il Fornaio | Chairman; Chief Executive Officer; President & COO | Chairman: 2001–Jun 2020; CEO: 1998–Oct 2015; President & COO: beginning 1995 | Built and scaled operations/brand; extensive franchise operations expertise |
| Chevys Mexican Restaurants | Chairman & Chief Executive Officer | Not disclosed | Took company public prep; built infrastructure for growth |
| El Torito Mexican Restaurants; T.G.I. Friday’s | Operating roles | Not disclosed | Multi-unit operations and brand execution experience |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Public company directorships | — | None disclosed | No current public boards other than Wingstop disclosed in proxy biography |
| Awards | IFMA Silver Plate; NRN Golden Chain | 2010; 2013 | Recognizes outstanding/innovative foodservice leadership |
Board Governance
- Independence: The Board affirmatively determined Hislop is independent (Nasdaq and SEC standards) .
- Committees: Compensation (member); Technology (member). 2024 committee meeting cadence: Compensation Committee met 5x; Technology Committee met 3x .
- Attendance: In 2024, 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 .
- Board structure and engagement: Chair and CEO roles separated; independent directors hold executive sessions at least twice annually (held during certain meetings in 2024) .
- Election/tenure: Class I director (term expiring at 2025 annual meeting); nominated for re‑election to 2028; resignation policy if majority vote not received in uncontested elections .
Fixed Compensation (Director – 2024)
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non‑employee director cash retainer |
| Compensation Committee member fee | $5,000 | Member (non‑chair) fee |
| Technology Committee member fee | $5,000 | Member (non‑chair) fee |
| Total cash fees (2024) | $90,000 | Matches reported fees earned in cash for Hislop |
Notes:
- Compensation Chairs/members receive additive retainers; chair/member rates as disclosed; no meeting fees .
- Expense reimbursement provided for reasonable out‑of‑pocket Board/committee duties .
Performance Compensation (Director Equity – 2024)
| Award Type | Grant Date | Shares | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (time-based) | May 23, 2024 | 342 | $130,000 | Vests in full on first anniversary of grant | Restricted stock accrues dividend equivalents; paid at vesting |
Notes:
- Director equity awards are time-based, not performance-conditioned (distinct from NEO PSU programs) .
- Director equity is subject to plan limits and standard forfeiture provisions under the omnibus plan .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no insider participation; no cross‑directorships with Wingstop executives reported for 2024 .
- Related party/transactions: None exceeding $120,000 involving directors/executives/5% holders since January 1, 2024; Audit Committee oversees a formal related‑party policy .
Expertise & Qualifications
- CEO/COO experience leading multi‑concept restaurant systems, franchise operations, and brand management; deep operational and consumer strategy expertise .
- Recognized industry leader (IFMA Silver Plate; NRN Golden Chain), reinforcing credibility on operating excellence and growth .
- Committee fit: Experience aligns with Compensation (talent/exec comp insight from prior CEO roles) and Technology (consumer/ops processes and digital enablement in scaled systems) .
Equity Ownership
| Holder/Form | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michael J. Hislop (total) | 13,752 | * | As of Feb 28, 2025 (beneficial ownership table) |
| Included: Unvested restricted stock | 342 | — | Unvested RS counted as beneficial due to voting rights |
| Included: The Hislop Revocable Trust | 12,844 | — | Hislop is co‑trustee; immediate family member beneficiary; shared voting/dispositive power may be deemed |
Additional alignment and risk controls:
- Stock ownership guidelines: Independent directors must hold 5x the annual cash retainer (i.e., 500% of retainer) .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging Wingstop stock; also bans short‑term/speculative transactions .
- Related-party exposure: No related-party transactions requiring disclosure during the period; Audit Committee reviews any such matters per policy .
Governance Assessment
Strengths
- Independent, long-tenured operator with deep restaurant/franchise expertise aligned to Wingstop’s growth model; serves on two key committees enhancing board effectiveness .
- Strong engagement: Board/committee meeting frequency and attendance thresholds met; all directors attended the 2024 annual meeting .
- Alignment mechanisms: Mix of cash/equity (time‑based restricted stock), 5x retainer ownership guideline, and strict no‑hedge/no‑pledge policy support investor alignment and reduce risk .
- No conflicts observed: No related‑party transactions disclosed; no compensation committee interlocks .
Watch items
- Tenure since 2011 may draw typical independence/refreshment scrutiny; however, the Board affirmatively deems him independent and is pursuing governance enhancements (declassification and elimination of supermajority voting provisions) which can mitigate entrenchment concerns .
- Equity is time-based (not performance-conditioned) at the director level; while appropriate for non‑employee directors, it provides limited direct performance linkage compared to PSUs used for executives -.
Overall signal for investors: Governance profile appears solid—independent status, active committee service, transparent compensation, aligned ownership practices, and no identified conflicts/pledging. No RED FLAGS identified from proxy disclosures specific to Hislop during the period reviewed - .