Thomas Greco
WingstopAbout Thomas R. Greco
Thomas R. Greco is an independent director of Wingstop Inc., appointed in December 2024 (Class I), age 66. He is a former public-company CEO, previously serving as Director, President & CEO of Advance Auto Parts (2016–September 2023) and CEO of Frito‑Lay North America at PepsiCo (2011–2016), after earlier leadership roles at PepsiCo (since 1986) and Procter & Gamble. At Wingstop, he sits on the Audit and Compensation Committees and is designated an Audit Committee Financial Expert by the Board. If re‑elected at the 2025 annual meeting, his term would run through the 2028 meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advance Auto Parts, Inc. (NYSE: AAP) | Director, President & Chief Executive Officer | April 2016 – September 2023 | Led public retailer; stepped down in 2023 |
| Frito‑Lay North America (PepsiCo unit) | Chief Executive Officer | 2011 – 2016 | Oversaw U.S. and Canada snack/convenient foods business |
| PepsiCo, Inc. | Roles of increasing responsibility | 1986 – 2011 | Senior operating and marketing leadership roles |
| Procter & Gamble | Early career | Not disclosed | Early professional experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Tapestry, Inc. (NYSE: TPR) | Director | Current | Public company board service |
| Centene Corporation (NYSE: CNC) | Director | Current | Public company board service |
| Sabra Dipping Company, LLC | Chair of the Board | Current | Joint venture of PepsiCo and Strauss Group |
| A Parent Media Co. Inc. | Director | Current | Private company |
| American Heart Association | Board member | Current | Non‑profit board service |
Board Governance
- Independence: The Board determined Greco is independent under Nasdaq and SEC rules; all committees are 100% independent.
- Committee assignments: Audit Committee (member) and Compensation Committee (member); designated as an “audit committee financial expert” (Item 407(d)(5) Reg S‑K).
- Board structure: Independent Chair (Lynn Crump‑Caine) with separate CEO and Chair roles; non‑management directors held executive sessions in 2024 (at least twice per year).
- Attendance and engagement: The Board met 6 times in FY2024; each director participated in at least 75% of Board and respective committee meetings; all directors attended the 2024 annual meeting.
- Tenure and term: Director since December 2024 (Class I); standing for re‑election at the 2025 annual meeting for a term expiring at the 2028 annual meeting.
- Governance enhancements on 2025 ballot: Management proposed declassifying the Board and eliminating supermajority voting provisions.
- Compensation Committee interlocks: None.
Fixed Compensation
- Director fee framework (2024 policy):
- Annual cash retainer: $80,000 (non‑employee directors); Chair of the Board: +$60,000.
- Committee retainers: Audit Chair $20,000; Audit member $5,000; Compensation Chair $15,000; Compensation member $5,000; Nominating & Corporate Governance Chair $12,500; member $5,000; Technology Chair $12,500; member $5,000.
| Item (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | — (joined December 2024; no 2024 cash fees) |
| Notes | Standard annual and committee retainers shown above; pro‑rating applies for mid‑year appointees. |
Performance Compensation
- Director equity program: Annual restricted stock grant with grant‑date fair value of $130,000 (Chair: $190,000) on the date of the annual meeting; vests on the first anniversary; new directors receive a pro‑rated grant; restricted stock accrues dividend equivalents paid at vesting. Awards are time‑based; no performance metrics apply to director equity.
| Metric | Applies to Director Pay | Notes |
|---|---|---|
| Performance metrics (e.g., EBITDA, TSR) | No | Director equity is time‑based restricted stock; no performance conditions. |
- 2024 actual equity for Greco (pro‑rated new director award):
- 188 restricted shares granted 12/16/2024 (grant‑date price $300.31), fair value $56,274; vesting on 5/23/2025.
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Tapestry, Inc.; Centene Corporation; Sabra Dipping Company; A Parent Media Co.; American Heart Association | Public/Private/Non‑profit | The Board’s related‑party review found no transactions requiring disclosure; the Board affirmed Greco’s independence. Compensation Committee interlocks: none. |
Expertise & Qualifications
- Wingstop’s skills profile for Greco: Corporate Governance; Executive Management; Financial & Accounting; Marketing; Operations; Retail Industry; Risk Management; Strategy.
- Designations: Audit Committee Financial Expert.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Vested vs. Unvested | Notes |
|---|---|---|---|---|
| Thomas R. Greco | 188 | <1% | 188 unvested restricted stock; voting but no dispositive power | Unvested award granted 12/16/2024; company had 28,113,848 shares outstanding at 2/28/2025. |
| Hedging/Pledging | — | — | — | Company policy prohibits directors from hedging or pledging company stock. |
| Ownership Guidelines | — | — | — | Independent directors must hold 5x the annual cash retainer in stock/derivatives (ownership and retention guidelines). |
Governance Assessment
- Positives:
- Independent director with deep multi‑unit retail and consumer operating experience; serves on Audit and Compensation; designated audit committee financial expert.
- Robust governance: independent Chair, separated Chair/CEO roles, regular executive sessions.
- Shareholder‑friendly proposals: declassify the Board and eliminate supermajority voting (on 2025 ballot).
- Pay governance: stock ownership guidelines for directors (5x cash retainer); prohibition on hedging/pledging; clawback policy adopted per Nasdaq 10D‑1.
- No related‑party transactions disclosed; Compensation Committee interlocks none; Board wide attendance at least 75% and full annual meeting participation.
- Strong investor support for executive pay: 96.1% Say‑on‑Pay approval in 2024.
- Watch items:
- Multiple external board commitments (TPR, CNC, Sabra JV, private company, non‑profit) imply a significant time portfolio; Board reports at least 75% attendance across directors in 2024, but continued monitoring of workload and attendance is prudent.
Director‑Specific 2024 Compensation Details
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | — | No cash fees earned for 2024 due to December appointment. |
| Stock Awards (Grant‑Date Fair Value) | $56,274 | 188 restricted shares granted 12/16/2024 at $300.31; vests 5/23/2025. |
| Unvested Restricted Shares at 12/28/2024 | 188 | Unvested; voting rights but no dispositive power. |
Related‑Party Transactions and Conflicts
- Company policy requires Audit Committee review/approval; none meeting disclosure thresholds since January 1, 2024; independence review found no other relationships requiring disclosure.
- Insider Trading Policy prohibits hedging and pledging; applies to directors.
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay outcome: 96.1% approval of votes cast; Board continues annual advisory votes.
- Stockholder engagement and responsiveness, including proposals to declassify Board and eliminate supermajority voting.