Randall Garutti
About Randall Garutti
Randall Garutti, 50, is an independent Class III director of Block, Inc. (ticker: XYZ), serving since July 2017 with a current term expiring in 2027. He was Shake Shack’s CEO from April 2012 to May 2024 and holds a B.S. in Hotel Administration from Cornell University; Block cites his “business expertise and leadership of a global brand” as rationale for his board role . The board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shake Shack Inc. | Chief Executive Officer; Director | Apr 2012 – May 2024 | Led growth of a global consumer brand; prior Chief Operating Officer (Jan 2010–Apr 2012) |
| Union Square Hospitality Group | Director of Operations | (Prior to 2010) | Oversaw operations of all restaurants |
| USHG Acquisition Corp. | Director | Feb 2021 – Dec 2022 | SPAC board service |
| Columbus Avenue Business Improvement District (non-profit) | Director | Oct 2008 – May 2024 | Community and civic engagement |
External Roles
| Type | Organization | Role | Status |
|---|---|---|---|
| Public company board | — | — | No other current public company directorships disclosed in the 2025 proxy for Mr. Garutti |
Board Governance
- Independence: Independent director under NYSE rules (board determination) .
- Years of service: Director since July 2017; Class III; current term ends 2027 .
- Committee assignments (2024–2025):
- Chair, Nominating & Corporate Governance Committee (members: Brooks, Narula, Garutti) .
- Member, Compensation Committee (Chair: Mary Meeker; members: Botha, Deighton, Garutti; Garutti appointed April 2024) .
- Attendance: In 2024, the board met 4 times and each director attended at least 75% of board and assigned committee meetings; committee meetings held in 2024—Audit & Risk: 11; Compensation: 6; Nominating & Corporate Governance: 5 .
- Board structure: Lead Independent Director role in place; all board committees are 100% independent .
Fixed Compensation
2024 Director compensation (as reported):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $52,170 |
| Stock Awards (RSUs, grant-date fair value) | $249,952 |
| Total | $302,122 |
Additional details:
- 2024 Annual RSU grant: 4,038 RSUs on June 18, 2024 (grant-date fair value $249,952) for each outside director other than the Lead Independent Director who receives an additional RSU grant; vest on the earlier of first anniversary or next annual meeting, subject to continued service .
- 2024 Cash retainer policy: Annual board cash retainer $40,000; committee member retainers—Audit & Risk $10,000; Compensation $5,000; Nominating & Corporate Governance $2,500 (policy revised effective April 1, 2025 to higher amounts) .
- Note: Mr. Garutti’s cash retainer was prorated for his April 2024 appointment to the Compensation Committee .
Performance Compensation
| Item | Details |
|---|---|
| Equity vehicle | Time-based RSUs; annual award at each annual meeting (outside directors) |
| 2024 equity grant | 4,038 RSUs; $249,952 grant-date fair value; grant date June 18, 2024 |
| Vesting schedule | Full vest on earlier of first anniversary of grant or next annual meeting; subject to continued service |
| Change-in-control treatment | Outside director awards become fully vested upon a “change in control” under plan terms |
| Performance metrics | None; director equity is not performance-conditioned (time-based vesting) |
| Governance protections (plan-level) | No repricing without shareholder approval; no excise tax gross-ups; single-trigger vesting for outside directors; no “evergreen” in 2025 plan |
Other Directorships & Interlocks
| Counterparty/Context | Nature of Relationship | Financial Magnitude/Timing | Governance Review |
|---|---|---|---|
| Shake Shack Enterprises, LLC | Block provides payment processing, SaaS, hardware, and Cash App instant rewards services to Shake Shack; Mr. Garutti served as Shake Shack CEO/Director until May 2024 and may be deemed to have an indirect material interest | ~$12.4 million revenue to Block in 2024 from these services | Reviewed and approved under Block’s related person transactions policy by the Audit & Risk Committee |
| Compensation Committee interlocks | Cross-company compensation committee interlocks | None—no current or past-year interlocks reported; no member was an officer/employee; no reciprocal interlocks disclosed |
Expertise & Qualifications
- Former CEO and COO of a scaled consumer/restaurant brand (Shake Shack), with prior multi-restaurant operations oversight at Union Square Hospitality Group .
- Education: B.S. in Hotel Administration, Cornell University .
- Board selection rationale: “business expertise and leadership of a global brand” .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (as of Mar 31, 2025) | 27,658 Class A shares |
| Ownership as % of shares outstanding | <1% of Class A shares |
| Vested vs. unvested | Disclosure lists owned shares; RSUs vesting within 60 days are included where applicable—no additional amounts disclosed for Mr. Garutti as of March 31, 2025 |
| Pledged/Hedged | Company policy prohibits hedging and pledging transactions |
| Stock ownership guidelines | Non-employee directors must hold shares equal to ≥5× annual cash retainer; all non-employee directors were met or on track as of Dec 31, 2024 |
Governance Assessment
-
Strengths
- Independent director since 2017; Chair of Nominating & Corporate Governance and member of Compensation Committee—both fully independent—suggests strong governance engagement and influence over board composition and pay practices .
- Attendance threshold met (≥75% in 2024); committee cadence indicates active oversight (Audit & Risk 11; Compensation 6; Nominating & Governance 5 meetings) .
- Director pay structure aligns with shareholders via time-based RSUs; 2024 mix: ~$250k equity, ~$52k cash (about 83% equity by grant-date value) .
- Board-wide practices: prohibitions on hedging/pledging, strong stock ownership guidelines, and robust clawbacks for executives; all committees 100% independent .
- Shareholder support signals: 98% Say-on-Pay approval in 2024; average total direct compensation for outside directors approximated the 10th percentile among peers, indicating restraint .
-
Risks/Red Flags
- Related-party exposure: Block’s commercial relationship with Shake Shack while Mr. Garutti was its CEO/Director (through May 2024) presents potential conflicts; mitigated by Audit & Risk Committee review under a formal policy. The disclosed economics (revenue to Block) and committee oversight reduce but do not eliminate perceived conflict risk .
- Change-in-control single-trigger vesting for outside directors could be viewed as less performance-conditioned, though this is common and limited to directors; no repricing and no tax gross-ups offset concerns .
Overall, Mr. Garutti’s operational track record and leadership in consumer brand scaling complement Block’s ecosystem; his committee leadership, independence, and equity-heavy pay structure support alignment, with the principal governance consideration being past related-party interactions with Shake Shack that were formally overseen by the Audit & Risk Committee .