Michael Skipworth

About Michael Skipworth

Michael J. Skipworth is President and Chief Executive Officer of Wingstop Inc. and has served on the Board since March 2022; he is not independent and the Chair role is held separately by Lynn Crump‑Caine (independent) . Age 47 . Under his leadership, FY2024 results included 36.0% revenue growth to $625.8M, Adjusted EBITDA up 44.8% to $212.1M, net income up 54.9% to $108.7M, 349 net openings, and 19.9% domestic same‑store sales growth . Wingstop highlights “best in class” long‑term shareholder returns since IPO with cumulative total return of $930 as of 12/31/2024 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual cash incentive structure emphasizes Adjusted EBITDA growth (80% weight) and net new unit openings (20% weight). Performance was certified at the maximum for both metrics in 2022–2024, yielding 200% payouts each year .

• Metrics and weightings (all years): Adjusted EBITDA growth (80%); Net new units (20%) .
• 2022 results: Adj. EBITDA growth exceeded max; 228 net new units (≥225) → 200% payout .
• 2023 results: Adj. EBITDA growth 39.5% (max); 255 net new units (max) → 200% payout .
• 2024 results: Adj. EBITDA growth 44.8% (max); 349 net new units (max) → 200% payout .

Long‑term equity: Tilted to performance PSUs with 3‑year ROIIC; service RSUs vest over 3 years; options discontinued after 2022.

PSU design (ROIIC over 3 years): 0% below 30%; 50% at 30%; 80% at 35%; 100% at 39%; 250% at ≥45%; cliff vest after performance period . RSUs vest ratably over three years . Dividend equivalents accrue on unvested RSUs/PSUs and pay only upon vest .

Equity Ownership & Alignment

Vesting and potential selling pressure:

• Service RSUs vest annually over 3 years; PSUs cliff vest after 3 years, creating larger vesting events tied to performance cycles (e.g., 2024 grants vest post FY2026 performance certification) .

Employment Terms

• Contract/term: No individual employment agreement; NEOs covered by Executive Severance Plan .
• Severance/change‑in‑control: Double‑trigger; CEO benefits targeted at ~2.0–2.5x salary+bonus; other senior officers 1.0–2.0x .
• Clawback: Nasdaq/Rule 10D‑1 compliant; 3‑year lookback for restatements; extends to incentive comp; additional recoupment under plans for misconduct .
• Perquisites/benefits: Broad‑based plans; executive health program reimbursement up to $15,000; no defined benefit pension or nonqualified deferred comp .

Performance & Track Record

• FY2024: Revenue $625.8M (+36.0% YoY); Adj. EBITDA $212.1M (+44.8%); Net income $108.7M (+54.9%); Domestic SSS +19.9%; 349 net new openings; AUV $2.1M .
• FY2023: Revenue $460.1M (+28.7%); Adj. EBITDA $146.5M (+36.1%); Net income $70.2M (+32.5%); domestic SSS +18.3%; 255 net openings .
• FY2022: Revenue $357.5M (+26.6%); Adj. EBITDA $108.8M (+23.1%); Net income $52.9M (+24.1%); domestic SSS +3.4%; 228 net openings .
• Long‑term TSR: Cumulative $930 since IPO through 12/31/2024; above peers and indices .

Board Governance

• Role: Director since 2022; not independent .
• Committee roles: None (all Board committees are 100% independent) .
• Board leadership: Independent Chair separate from CEO; regular executive sessions of independent directors .
• Attendance: Board met six times in FY2024; each director participated in ≥75% of Board and committee meetings .
• Director pay: CEO receives no additional compensation for Board service .

Board service implications:

• Combined CEO/Director role mitigated by independent Chair and fully independent committees, supporting oversight and independence .

Director Compensation (for Skipworth)

• Not applicable; he receives no additional director compensation beyond executive pay .

Compensation Structure Analysis

• Cash vs. equity mix: Significant at‑risk pay via annual bonus (200% max) and PSU‑heavy LTI; supports pay‑for‑performance .
• Shift from options to RSUs: Options granted in 2022, then eliminated in 2023 and 2024, increasing certainty of value via RSUs while maintaining performance risk through PSUs (ROIIC) .
• Performance rigor: 80% EBITDA growth + 20% net new units; maximum thresholds consistently exceeded (200% payouts) amid strong operating performance .
• Governance features: No single‑trigger CIC; hedging/pledging prohibited; clawback in place; no tax gross‑ups on golden parachutes; no option repricing .

Compensation Peer Group (context)

• 2024 program peers included BJ’s, Bloomin’ Brands, Brinker, Darden, Domino’s, Jack in the Box, Papa John’s, Shake Shack, Texas Roadhouse, Wendy’s, plus select high‑growth non‑restaurant comps; revised from prior year .
• 2025: BJ’s, Denny’s, TechTarget removed; CAVA and Dutch Bros added .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑Pay approval: 96.1% in 2024; 98.5% in 2023 .
• Stockholder feedback influenced maintaining pay‑for‑performance design and increasing ROIIC targets and payout curve slope (2025 adjustments) .

Related Party Transactions and Red Flags

• Related party transactions: None since Jan 1, 2024 .
• Risk indicators: No hedging/pledging; no single‑trigger CIC; no option repricing; clawback in place; strong say‑on‑pay support .

Equity Ownership & Alignment (detail)

Employment Terms (severance/CIC detail)

• Executive Severance Plan provides cash severance for termination without cause/for good reason; all CIC benefits are double‑trigger; CEO multiple targeted at 2.0–2.5x salary+bonus; no excise tax gross‑ups .

Investment Implications

• Pay‑for‑performance alignment is strong: EBITDA growth and development volumes drive both annual incentives and PSU outcomes; repeated maximum payouts reflect operational outperformance rather than lenient targets .
• Equity mix reduces downside leverage risk (fewer options) but maintains performance sensitivity (PSUs tied to ROIIC), tempering dilution while reinforcing capital efficiency—constructive for long‑term shareholders .
• Upcoming vesting could create episodic supply: RSU annual tranches and PSU cliffs (e.g., 2024‑granted PSUs vest post‑FY2026 certification) may concentrate potential insider liquidity around certification windows, though hedging/pledging prohibitions and ownership guidelines moderate misalignment risk .
• Governance risk is limited: Independent Chair, fully independent committees, robust clawback and anti‑hedging/pledging; high say‑on‑pay support reduces compensation controversy risk .