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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

SHAKE SHACK INC.

(Exact name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Title of each class of securities to which transaction applies:

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Aggregate number of securities to which transaction applies:

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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it is determined):

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Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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Amount Previously Paid:

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Form, Schedule or Registration Statement No.:

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Date Filed:

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April 29, 2021

To Our Stockholders:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Shake Shack Inc., which will be held virtually on June 9, 2021, at 9:00 a.m. Eastern time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/SHAK2021, where you will be able to listen to the meeting live, submit questions, and vote online. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore have chosen this over an in-person meeting. We have also been monitoring the public health impact of the coronavirus (COVID-19) pandemic, and we believe that offering a virtual only meeting format will help to support the health and well-being of our partners, employees and stockholders.

Instructions regarding how to attend the meeting online and details concerning the matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning the enclosed proxy card in the postage-prepaid envelope so that your shares are represented. Your vote will mean that you are represented at the Annual Meeting regardless of whether or not you join the meeting. Returning the proxy does not deprive you of your right to attend the meeting online and to vote your shares during the Annual Meeting.

We look forward to your attendance at the meeting.

Sincerely

/s/ Randy Garutti
Randy Garutti
Chief Executive Officer

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SHAKE SHACK INC.
225 VARICK STREET, SUITE 301
NEW YORK, NEW YORK 10014

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Stockholders of Shake Shack Inc. will be held virtually on June 9, 2021, at 9:00 a.m. Eastern time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/SHAK2021, where you will be able to listen to the meeting live, submit questions, and vote online for the following purposes:

To elect the three directors named in the Proxy Statement as Class III directors of Shake Shack Inc., each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2021.

To conduct an advisory vote on the compensation of our Named Executive Officers.

To transact such other business as may properly come before the meeting or any adjournment or postponement hereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

Beginning on or about April 29, 2021, we will send to our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote your shares and how to attend the Annual Meeting virtually. If you did not receive such Notice, you may elect to receive future notices, proxy materials and annual reports electronically through the Internet by following the instructions in this Proxy Statement. Only stockholders of record at the close of business on April 14, 2021 are entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof.

By Order of the Board of Directors

/s/ Ron Palmese
Ron Palmese
Senior Vice President, General Counsel
and Corporate Secretary

New York, New York
April 29, 2021

Whether or not you expect to attend the meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return a proxy card so that your shares may be represented at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 9, 2021: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM AND INVESTOR.SHAKESHACK.COM.

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SHAKE SHACK INC.
Proxy Statement
For the Annual Meeting of
Stockholders To Be Held on June 9, 2021

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	Page
The Meeting		1
Proposal No. 1 - Election of Directors		5
Corporate Governance		10
Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm		18
Proposal No. 3 - Approve (on an advisory Basis) Compensation of the Named Executive Officers		19
Security Ownership of Certain Beneficial Owners and Management		20
Information about our Executive Officers		23
Certain Relationships and Related Party Transactions		44
Audit Committee Report		50
Delinquent Section 16(a) Reports		51
Stockholder Proposals		51
Other Business		51
Where You Can Find More Information		51

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SHAKE SHACK INC.
225 VARICK STREET, SUITE 301
NEW YORK, NEW YORK 10014

PROXY STATEMENT

The Meeting

The Board of Directors (the “Board of Directors” or the “Board”) of Shake Shack Inc., a Delaware corporation (“Shake Shack” or the “Company”), is soliciting proxies for use at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on June 9, 2021, at 9:00 a.m. Eastern time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/SHAK2021, where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Internet Availability of Proxy Materials was first furnished to stockholders on or about April 29, 2021. Electronic copies of this Proxy Statement and the Annual Report for the year ended December 30, 2020 are available at www.proxyvote.com and investor.shakeshack.com.

Voting Rights, Quorum and Required Vote

Only holders of record of our common stock at the close of business on April 14, 2021 (the “Record Date”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 39,103,614 shares of Class A common stock outstanding and entitled to vote and 2,921,588 shares of Class B common stock outstanding and entitled to vote. Holders of the Company’s Class A common stock and Class B common stock are entitled to one vote for each share held as of the Record Date. A quorum is required for our stockholders to conduct business at the Annual Meeting. The holders of a majority in voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, present or represented by proxy, will constitute a quorum for the transaction of business. Your shares are counted as present at the Annual Meeting if you are present and vote online at the Annual Meeting or if you have properly submitted a proxy. Abstentions and “broker non-votes” (as defined below) will be counted in determining whether there is a quorum.

For Proposal No. 1 - Election of Directors, directors will be elected by a plurality of the votes of the shares of common stock cast at the Annual Meeting, which means that the three nominees receiving the highest number of “for” votes will be elected. Withheld votes and broker non-votes will have no effect on Proposal No. 1.

Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm, requires the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting, present at the Annual Meeting or represented by proxy. Abstentions will count the same as votes against Proposal No. 2. There will be no broker non-votes with respect to Proposal No. 2 because a broker may exercise its discretion to vote for or against the proposal in the absence of instruction from its clients.

Proposal No. 3 - Approval (on an advisory basis) of the Compensation of the Named Executive Officers. In order to be approved on an advisory basis, this proposal must receive the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting, present at the Annual Meeting or represented by proxy. Abstentions will count the same as votes against Proposal No. 3. Broker non-votes will have no effect on Proposal No. 3.

Voting Your Shares

If you are a registered holder, meaning that you hold our stock directly (not through a bank, broker or other nominee), you may vote online at the Annual Meeting, by telephone or electronically through the Internet by following the instructions included on your Notice of Internet Availability of Proxy Materials or proxy card, or by completing, dating, signing and promptly returning your proxy card. All

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signed, returned proxies that are not revoked will be voted in accordance with the instructions contained therein. Signed proxies that give no instructions as to how they should be voted on a particular proposal at the Annual Meeting will be counted as votes “for” such proposal, and, in the case of the election of the Class III directors, as a vote “for” the election of each of the nominees presented by the Board.

In order to vote via the virtual meeting website, any registered holder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SHAK2021, where stockholders may vote and submit questions during the meeting. The meeting starts at 9:00 a.m. Eastern time. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.

If your shares are held through a bank, broker or other nominee, you are considered the beneficial owner of those shares. You may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided by that nominee. You may also vote by completing, dating, signing and promptly returning the voting instruction form sent by that nominee. You must obtain a legal proxy from the nominee that holds your shares if you wish to vote online at the Annual Meeting. If you do not provide voting instructions to your broker in advance of the Annual Meeting, New York Stock Exchange rules grant your broker discretionary authority to vote on “routine” proposals. Where a proposal is not “routine,” a broker who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal, and the unvoted shares are referred to as “broker non-votes.” For the Annual Meeting, Proposals No. 1 and 3 are not considered “routine” proposals, and Proposal No. 2 is considered a “routine” proposal.

In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the Chairman of the Annual Meeting may adjourn the Annual Meeting to permit further solicitations of proxies.

The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting via the telephone or Internet should understand that there may be costs associated with telephonic or electronic access, such as usage charges from telephone companies and Internet access providers, which must be borne by the stockholder.

Information about the Virtual Meeting

The virtual Annual Meeting is accessible on any Internet-connected device and stockholders will be able to submit questions and comments and to vote online, during the meeting. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore have chosen this over an in-person meeting. We have also been monitoring the public health impact of the coronavirus (COVID-19) pandemic, and we believe that offering a virtual only meeting format will help to support the health and well-being of our partners, employees and stockholders. In the event of a technical malfunction or other problem that disrupts the Annual Meeting, the Company may adjourn, recess, or expedite the Annual Meeting, or take such other action that the Company deems appropriate considering the circumstances. If you encounter any difficulties accessing the virtual meeting during the meeting, please call toll free: (844) 986-0822 if calling from the United States, or if calling internationally, please call: (303) 562-9302.

You may virtually attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SHAK2021, where stockholders may vote and submit questions during the Meeting. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.

Only holders of our common stock at the close of business on the Record Date will be permitted to ask questions during the Annual Meeting. If you wish to submit a question, on the day of the Annual

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Meeting, you may log into the virtual meeting platform at www.virtualshareholdermeeting.com/SHAK2021, and type your question for consideration into the field provided in the web portal. To allow us to answer questions from as many stockholders as possible, we may limit each stockholder to two (2) questions. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. More information on submitting questions at the Annual Meeting will be posted on the internet website www.virtualshareholdermeeting.com/SHAK2021 in advance of the meeting.

In accordance with Delaware law, for the 10 days prior to our annual meeting, a list of registered holders entitled to vote at our Annual Meeting will be available for inspection in our offices at 225 Varick Street, Suite 301, New York, New York 10014. Stockholders will also be able to access the list of registered holders electronically during the Annual Meeting through the virtual meeting website at www.virtualshareholdermeeting.com/SHAK2021.

Expenses of Solicitation

The expenses of any solicitation of proxies to be voted at the Annual Meeting will be paid by the Company. Following the original mailing of the proxies and other soliciting materials, the Company and its directors, officers or employees (for no additional compensation) may also solicit proxies in person, by telephone or email. Following the original mailing of the proxies and other soliciting materials, the Company will request that banks, brokers and other nominees forward copies of the proxy and other soliciting materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies. We will reimburse banks, brokers and other nominees for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.

Revocability of Proxies

Any person submitting a proxy has the power to revoke such proxy prior to the Annual Meeting or at the Annual Meeting prior to the vote. A proxy may be revoked by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy that is submitted via telephone or Internet no later than 11:59 p.m. (New York City time) on June 8, 2021, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, or by attendance at the Annual Meeting and voting online. If you are a beneficial owner and wish to change any of your previously provided voting instructions, you must contact your bank, broker or other nominee directly.

Delivery of Documents to Stockholders Sharing an Address

We have adopted a procedure approved by the Securities and Exchange Commission (“SEC”) called “householding” under which multiple stockholders who share the same address will receive only one copy of the Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials, as applicable, unless we receive contrary instructions from one or more of the stockholders. If you wish to opt out of householding and receive multiple copies of the proxy materials at the same address, you may do so by notifying us by telephone at (844) 742-2504, by email at investor@shakeshack.com, or by mail at Shake Shack Inc. at 225 Varick Street, Suite 301, New York, New York 10014, and we will promptly deliver the requested materials. You also may request additional copies of the proxy materials by notifying us by telephone or in writing at the same telephone number, email address, or address. If you are currently receiving multiple copies of the proxy materials and wish to receive only one copy at the same address, then please notify us by telephone or in writing at the same telephone number, email address, or address. Stockholders with shares registered in the name of a brokerage firm or bank may contact their brokerage firm or bank to request information about householding.

Electronic Delivery of Proxy Materials to Stockholders

Beginning on or about April 29, 2021, we mailed or e-mailed to our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote. If you received such Notice and would prefer to receive paper copies of the

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proxy materials, or if you received paper copies of the proxy materials and would prefer to receive a notice for future annual meetings, you may notify us by telephone, email or mail at the telephone number, email address and mailing address provided above.

Our Structure and Certain Defined Terms

Shake Shack was formed for the purpose of facilitating an initial public offering and other related transactions in order to carry on the business of SSE Holdings, LLC and its subsidiaries (“SSE Holdings”). Shake Shack is a holding company with no direct operations and our principal asset is our equity interest in SSE Holdings. We have a majority economic interest in, the sole voting interest in, and control the management of, SSE Holdings.

As used in this Proxy Statement, unless the context otherwise requires:

“IPO” refers to the Company’s initial public offering, which closed on February 4, 2015.

“LLC Interests” refers to the single class of common membership interests of SSE Holdings.

“Voting Group” refers collectively to (i) Daniel Meyer, (ii) the Daniel H. Meyer Investment Trust dated 5/15/92, of which Mr. Meyer is the sole beneficiary (the “Investment Trust”), (iii) the DHM 2012 Gift Trust, formerly known as the Daniel H. Meyer 2012 Gift Trust (the “Gift Trust”), of which Mr. Meyer’s spouse is a trustee and beneficiary, which, together with Mr. Meyer and the Investment Trust, we refer to collectively as the “Meyer Group”, (iv) certain affiliates of Leonard Green & Partners, L.P., and (v) certain other owners of SSE Holdings at the time of the IPO who are parties to the Stockholders Agreement, as amended, as described in “Certain Relationships and Related Party Transactions—The IPO and Other Organizational Transactions—Stockholders Agreement” in this Proxy Statement. Until June 20, 2016, the Voting Group held Class A common stock and Class B common stock representing in the aggregate a majority of the combined voting power of our common stock.

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PROPOSAL NO. 1 - ELECTION OF DIRECTORS

The Company’s Board of Directors is presently comprised of ten members who are divided into three classes designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve a three-year term. Class I directors consist of: Anna Fieler, Jeff Flug and Daniel Meyer; Class II directors consist of Randy Garutti, Joshua Silverman, Jonathan D. Sokoloff and Tristan Walker; and Class III directors consist of Sumaiya Balbale, Jenna Lyons and Robert Vivian.

Class III directors standing for re-election at the Annual Meeting are Sumaiya Balbale, Jenna Lyons and Robert Vivian. Class I directors will stand for re-election at the 2022 annual meeting of stockholders and Class II directors will stand for re-election at the 2023 annual meeting of stockholders.

Each of the nominees for election to Class III is currently a director of the Company. If elected at the Annual Meeting, each of the nominees would serve for three years and until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. If any of the nominees is unable to serve or for good cause will not serve (a contingency which the Board does not expect to occur), the proxies will be voted for a substitute nominee chosen by the present Board. In such situation and in any other situation in which a nominee will not serve, the present Board may also (i) reduce the size of the Board or (ii) maintain the size of the Board and the stockholders may vote for a substitute nominee chosen by the present Board to fill the vacancy or vote for just the remaining nominee or nominees, leaving a vacancy or vacancies that may be filled at a later date by the Board.

The names of the nominees for election as Class III directors at the Annual Meeting and of the incumbent Class I and Class II directors, and certain information about them, including their ages as of the Record Date, are included below.

Director Nominees	Class	Age		Position	Year Elected to Current Term		Current Term Expiration		Expiration of Term for which Nominated
Sumaiya Balbale(1)	III		40	Director		2019		2021		2024
Jenna Lyons(2)	III		52	Director		2015		2021		2024
Robert Vivian(3)	III		62	Director		2015		2021		2024
Continuing Directors
Daniel Meyer(4)	I		63	Chairman of the Board of Directors		2016		2022		-
Anna Fieler(5)	I		49	Director		2017		2022		-
Jeff Flug(6)	I		58	Director		2016		2022		-
Randy Garutti	II		46	Chief Executive Officer and Director		2017		2023		-
Joshua Silverman(7)	II		52	Director		2017		2023		-
Jonathan D. Sokoloff(5)	II		63	Director		2017		2023		-
Tristan Walker(8)	II		36	Director		2020		2023		-

(1)

Chairperson of the Compensation Committee and a member of the Audit Committee.

(2)

Member of the Nominating and Corporate Governance Committee and the Compensation Committee.

(3)

Chairperson of the Audit Committee and a member of the Compensation Committee.

(4)

Chairman of the Board.

(5)

Member of the Compensation Committee.

(6)

Chairperson of the Nominating and Corporate Governance Committee and a member of the Audit Committee.

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(7)

Member of the Nominating and Corporate Governance Committee and the Audit Committee.

(8)

Member of the Nominating and Corporate Governance Committee.

Nominees for Election as Class III Directors

Sumaiya Balbale has served on the Board of Directors of Shake Shack since March 2019. Ms. Balbale currently serves as the Chief Marketing Officer for Sequoia Capital, which she joined in June 2020. Ms. Balbale previously served as the Vice President of E-commerce, Mobile and Digital Marketing for Walmart US, from February 2017 until her resignation from the company in February 2019. At Walmart she led e-commerce marketing and transformed the digital media, social media, marketing analytics and marketing technology capabilities of the company. Ms. Balbale joined Walmart after the retailer purchased Jet.com in 2016. At Jet.com she served as the Vice President of Marketing from September 2014 through October of 2017, where she led all consumer marketing including brand, acquisition and retention efforts. During the first year of the acquisition, Ms. Balbale continued to operate in a dual capacity for both Jet.com and Walmart. From 2010 through 2014, Ms. Balbale worked for Quidsi, a collection of specialty e-commerce verticals that was acquired by Amazon during her tenure. Ms. Balbale graduated with a B.A. degree in History from Brown University in 2002, and received her M.B.A. from Harvard Business School in 2009. In 2018, Ms. Balbale was named to Fortune’s 40 under 40 list. Ms. Balbale was selected to our Board of Directors because she possesses particular knowledge and experience in e-commerce, mobile and digital marketing.

Jenna Lyons has served on the Board of Directors of Shake Shack since December 2014. Ms. Lyons served as the President, Executive Creative Director of J.Crew Group, Inc. from July 2010 until her resignation from the company in April 2017, and before that served as Executive Creative Director since April 2010. Prior to that, she was Creative Director since 2007 and, before that, was Senior Vice President of Women’s Design since 2005. Ms. Lyons joined J.Crew Group, Inc. in 1990 as an Assistant Designer and has held a variety of positions within J.Crew Group, Inc., including Designer from 1994 to 1995, Design Director from 1996 to 1998, Senior Design Director in 1999, and Vice President of Women’s Design from 1999 to 2005. Ms. Lyons is currently a member of the board of directors of the Council of Fashion Designers of America, a not-for-profit organization. Ms. Lyons brings to her service on our Board of Directors deep knowledge and experience in leadership of complex organizations and retail businesses.

Robert Vivian has served on the Board of Directors of Shake Shack since June 2010. Mr. Vivian served as the Co-Chief Executive Officer of P.F. Chang’s China Bistro from January 2009 until his retirement from the company in December 2011. Prior to that time, he served as P.F. Chang’s President from December 2000 through January 2009 and as its Chief Financial Officer from 1996 through December 2000. Mr. Vivian is currently a member of the board of directors of Tender Greens and Bonci USA. Mr. Vivian previously served as a director of Cheddar’s from December 2011 until April 2017 and P.F. Chang’s China Bistro from January 2009 through April 2011. Before joining P.F. Chang’s, Mr. Vivian served in a variety of positions with Brinker International, Inc. Mr. Vivian brings to his service on our Board of Directors a breadth of financial and operational leadership experience in the hospitality business and board practices of other major corporation.

Continuing Directors

Daniel Meyer has served as the Chairman of the Board of Directors of Shake Shack since January 2010. Mr. Meyer is the founder and Chief Executive Officer of Union Square Hospitality Group (“USHG”), which owns and operates the following restaurants: Blue Smoke, Cafe Marchio, Daily Provisions, Gramercy Tavern, The Restaurant at Intersect by Lexus, NYC, Jazz Standard, Maialino, Manhatta, Marta, The Modern, the Cafes at MOMA, Porchlight, Studio Cafe, Tacocina, Union Square Cafe, Untitled, and Vini E Fritti; and an event services business, Union Square Events. The restaurants have earned 28 James Beard Awards among them. Mr. Meyer co-authored the best-selling Union Square Cafe Cookbook and authored the New York Times bestseller Setting the Table: The Transforming Power of Hospitality in Business. Mr. Meyer is currently the Chairman of the board of

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directors of USHG Acquisition Corp. and a member of the board of directors of Olo, Salt & Straw, and Tender Greens as well as the following not-for-profit organizations: Share Our Strength, Madison Square Park Conservancy and until this spring, Trinity College. Mr. Meyer previously served as a member of the board of directors of The Container Store from 2013 to 2017, Sotheby’s from 2011 to 2015 and OpenTable from 2000 through 2014, as well as the following not-for-profit organizations: City Harvest, New Yorkers for Parks, Union Square Partnership and NYC & Co. Mr. Meyer brings to his service on our Board of Directors a deep understanding of our business derived from his leadership role in our founding and our subsequent growth, and his long career in hospitality, and a particular knowledge and experience in strategic planning and leadership of complex organizations, hospitality businesses and board practices of other major corporations.

Anna Fieler has served as a member of our Board of Directors since December 2017. Ms. Fieler has served as a member of the board of directors of QuinStreet (NASDAQ: QNST) since July 2020, where she serves as a member of the audit committee. Ms. Fieler has also served on the board of J.Crew Group since January 2021. Ms. Fieler’s additional governance expertise includes having earned the CERT Certificate in Cybersecurity Oversight for public company board directors. Ms. Fieler is currently Founder & Partner of Madison Park Ventures, an investment and advisory firm focusing on seed to Series B technology companies that advance well-being, connection and productivity. Ms. Fieler served as Chief Marketing Officer of PopSugar Inc., a leading digital lifestyle media company, from 2014 to 2018. Prior to PopSugar, Ms. Fieler served as the Chief Marketing Officer of Stella & Dot LLC, an online social selling company, from 2011 to 2012. Prior to Stella & Dot, Ms. Fieler served as Vice President of Marketing for Tiny Prints, Inc., a digital commerce platform for invitations and greeting cards that was acquired by Shutterfly, Inc. in March 2011, from 2009 to 2011. Ms. Fieler also served in various leadership roles at eBay Inc. from 2001 to 2007. Ms. Fieler began her career in traditional advertising at Ogilvy & Mather. Ms. Fieler received an MBA from Harvard Business School in 2000 and graduated magna cum laude from Brown University in 1995. She has been appointed by the President of Brown University to serve on its Women’s Leadership Council, and she also serves on the San Francisco Opera Board of Directors Marketing Committee. Ms. Fieler’s public board experience, executive experience and in-depth knowledge regarding digital marketing and digital customer experience are valuable to the Board’s oversight of our business and operations, strategy, and risk management.

Jeff Flug has served on the Board of Directors of Shake Shack since January 2010. Mr. Flug has over 25 years of leadership and management experience primarily in the financial industry, as well as in the non-profit sector. After graduating from the University of Massachusetts/Amherst in 1984, with a B.B.A. in Accounting, summa cum laude, Mr. Flug began his career as an accountant at PricewaterhouseCoopers where he attained his C.P.A. in 1986. Mr. Flug attended Columbia Business School, where he received his M.B.A. in Finance in 1988. In 1988, Mr. Flug joined Goldman, Sachs & Co., and ultimately served as a Managing Director and Head of Fixed Income Financial Futures and Options Sales. In 2000, Mr. Flug became the Head of North America Fixed Income Institutional Sales for JPMorgan Chase & Co. In 2006, Mr. Flug served as CEO and Executive Director for Millennium Promise, a not-for-profit organization whose mission is to end extreme poverty and malaria in Africa. Mr. Flug served as USHG’s Chief Financial Officer and Chief Operating Officer from December 2009 until January 2011, and as USHG’s President from January 2011 until his retirement from the company in June 2015. Mr. Flug currently serves as the Chairman of the Board of Tender Green, and a board member of Pennant Park Investment Corporation, Pennant Park Floating Rate Capital Limited, and Momentous. Mr. Flug previously served as a member of the board of directors of USHG from 2009 until his retirement from the company in June 2015 and Sears Hometown & Outlet Stores and the Mountain School of Milton Academy, both from 2012 until 2015. Mr. Flug brings to his service on our Board of Directors a broad base of financial experience and particular knowledge and experience in strategic planning and leadership of complex organizations.

Randy Garutti has served as Shake Shack’s Chief Executive Officer and on the Board of Directors since April 2012. Prior to becoming Chief Executive Officer, Mr. Garutti served as Chief Operating Officer of SSE Holdings since January 2010. Prior to leading Shake Shack, Mr. Garutti was

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the Director of Operations for USHG, of which Mr. Meyer is the Chief Executive Officer and Chairman, overseeing the operations for all its restaurants. In addition, Mr. Garutti served as General Manager of Union Square Cafe and Tabla, both of which won numerous accolades in the hospitality industry. Mr. Garutti graduated from Cornell University’s School of Hotel Administration in 1997. Mr. Garutti currently serves on the boards of directors of Square, Inc. and USHG Acquisition Corp. Mr. Garutti also is a member of the board of directors of the Columbus Avenue Business Improvement District, a not-for-profit organization. Mr. Garutti brings to his service on our Board of Directors his experience in the leadership, development and growth of our business, and his particular knowledge and broad experience in the hospitality business.

Joshua Silverman has served on the Board of Directors of Shake Shack since November 2016. Mr. Silverman currently serves as CEO of Etsy, Inc., a position he has held since May 2017. Mr. Silverman served as Executive in Residence for Greylock Partners, a venture capital firm, from October 2015 to April 2017. He previously held this position from October 2010 through June 2011. From June 2011 to December 2015, Mr. Silverman served as President of Consumer Products and Services at American Express. Prior to joining American Express, Mr. Silverman served as CEO of Skype from February 2008 until September 2010. From July 2006 until March 2008, Mr. Silverman served as CEO of Shopping.com, an eBay company, and, from December 2003 until June 2006, Mr. Silverman served as Managing Director of Markplaats.nl & eBay NL, a Dutch subsidiary of eBay. Mr. Silverman is the co-founder of Evite, Inc., and served as its CEO from December 1998 until its sale in May 2001. Mr. Silverman received his B.A. in Public Policy from Brown University in 1991 and his M.B.A. from Stanford University Graduate School of Business in 1997. Mr. Silverman currently serves on the board of directors of Etsy Inc., as well as the following not-for-profit organizations: Code Nation, which equips students in under-resourced schools with both fundamental coding skills and professional experiences, and Clubbed Thumb Theater. He also served on the Consumer Advisory Board of the Consumer Financial Protection Bureau from 2012 to 2015. Mr. Silverman was selected to our Board of Directors because he possesses particular knowledge and experience in strategic planning and leadership of complex organizations.

Jonathan D. Sokoloff has served on the Board of Directors of Shake Shack since December 2012. Mr. Sokoloff is currently a Managing Partner with LGP, which he joined in 1990. Before joining LGP, he was a Managing Director in Investment Banking at Drexel Burnham Lambert since 1985. Mr. Sokoloff serves as a member of the board of directors of the following companies or their parent holding companies: Advantage Solutions, Jetro Cash & Carry, The Container Store, USHG and Jo-Ann Stores. He is a trustee of his alma mater, Williams College, as well as a trustee of the Los Angeles County Museum of Art and a director of the Melanoma Research Alliance. Mr. Sokoloff brings to his service on our Board of Directors particular knowledge and experience in finance, and his broad-based experience in the leadership of retail businesses and the board practices of other major corporations.

Tristan Walker has served on the Board of Directors of Shake Shack since June 2020. Mr. Walker is the Founder and Chief Executive Officer of Walker & Company Brands, which Mr. Walker founded in 2013 and which merged with Procter & Gamble in December 2018. Prior to founding Walker & Company Brands, Mr. Walker was an Entrepreneur-in-Residence at Andreessen Horowitz from 2012 to 2013. From 2009 to 2012, Mr. Walker served as the Director of Business Development for foursquare, where he oversaw strategic partnerships and monetization. In this role, Mr. Walker managed integrations with large brands and media companies including American Express, The New York Times, CNN, MTV, Starwood Hotels & Resorts, and Starbucks. In 2019, Mr. Walker was named one of Fortune Magazine’s 50 “World’s Greatest Leaders.” Mr. Walker has also been named a USA Today Person of the Year, TIME 100 Next, Ebony Magazine’s 100 Most Powerful People, Vanity Fair’s “Next Establishment,” Fortune Magazine’s “40 Under 40,” AdAge “Creative 50,” and Black Enterprise’s “40 Next.” Mr. Walker is a member of the board of directors of Footlocker, Inc. and the Founder of CODE2040, a program that matches high performing Black and Latino undergraduate and graduate coders and software engineering students with Silicon Valley start-ups for summer internships. Mr. Walker holds a bachelor’s degree in economics from Stony Brook University, where he graduated

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as valedictorian in 2005, and obtained an MBA from the Stanford University Graduate School of Business in 2010. Mr. Walker was selected to our Board of Directors because of his broad-based experience and deep knowledge in strategic planning for complex organizations.

The Board of Directors recommends a vote FOR the election of each of the nominated directors.

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CORPORATE GOVERNANCE

Composition of our Board of Directors

In accordance with our amended and restated certificate of incorporation and the second amended and restated bylaws, our Board of Directors consists of ten members and is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The authorized number of directors may be changed by resolution of the Board of Directors. Vacancies on the Board of Directors can be filled by resolution of the Board of Directors. Daniel Meyer serves as the Chairman of our Board of Directors. We believe the following directors are independent as determined by the rules of the New York Stock Exchange: Sumaiya Balbale, Anna Fieler, Jeff Flug, Jenna Lyons, Joshua Silverman, Jonathan D. Sokoloff, Robert Vivian and Tristan Walker. Sumaiya Balbale, Jenna Lyons and Robert Vivian are the Class III directors and their terms will expire in 2021. Anna Fieler, Jeff Flug and Daniel Meyer are the Class I directors and their terms will expire in 2022. Randy Garutti, Joshua Silverman, Jonathan D. Sokoloff and Tristan Walker are the Class II directors and their terms will expire in 2023. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Pursuant to the Stockholders Agreement, described under “Certain Relationships and Related Party Transactions—The IPO and Other Organizational Transactions—Stockholders Agreement,” the Meyer Group is entitled to designate individuals to be included in the slate of nominees recommended by our Board of Directors, for election to our Board of Directors at each annual or special meeting at which directors are to be elected, as follows: so long as the Meyer Group owns in the aggregate (i) at least 50% of the total outstanding shares of our Class A common stock and Class B common stock that it owned immediately following the IPO, it will be entitled to nominate a number of individuals that, if elected, will result in there being five directors on the Board of Directors who are deemed to have been designated by the Meyer Group, (ii) less than 50%, but at least 25%, of the total outstanding shares of our Class A common stock and Class B common stock that it owned immediately following the IPO, it will be entitled to nominate a number of individuals that, if elected, will result in there being four directors on the Board of Directors who are deemed to have been designated by the Meyer Group, (iii) less than 25%, but at least 10%, of the total outstanding shares of our Class A common stock and Class B common stock that it owned immediately following the IPO, it will be entitled to nominate a number of individuals that, if elected, will result in there being two directors on the Board of Directors who are deemed to have been designated by the Meyer Group, and (iv) less than 10%, but at least 5%, of the total outstanding shares of our Class A common stock and Class B common stock that it owned immediately following the IPO, it will be entitled to nominate a number of individuals that, if elected, will result in there being one director on the Board of Directors who is deemed to have been designated by the Meyer Group. As of the Record Date, the Meyer Group owns at least 50% of the total outstanding shares of our Class A common stock and Class B common stock that it owned immediately following the IPO.

For purposes of the Stockholders Agreement, the Meyer Group designated Mr. Meyer, Mr. Garutti, Mr. Flug, Ms. Lyons and Mr. Vivian as its nominees. The Meyer Group may only designate an individual or individuals to the extent its designee(s) is up for election at an annual meeting. Pursuant to the Stockholders Agreement, the members of the Voting Group, which as of the Record Date collectively hold 9.8% of the combined voting power of the Company, have agreed to vote their shares for Ms. Lyons and Mr. Vivian, as nominated by the Meyer Group.

Leadership Structure of the Board of Directors

The positions of Chairman of the Board and Chief Executive Officer are presently separated. We believe this arrangement, at this time, allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead the Board of Directors in its fundamental

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role of providing advice to and independent oversight of management. Our bylaws and corporate governance guidelines, which do not require that our Chairman and Chief Executive Officer positions be separate, allow our Board to determine the board leadership structure that is appropriate for us at any given point in time, taking into account the dynamic demands of our business, our senior executive personnel, and other factors.

Presiding Director

The Board of Directors has created the position of presiding director (“Presiding Director”) to serve as the lead non-management director of the Board. Each independent director serving on the Board shall take turns serving as the Presiding Director on a rotating basis. The Presiding Director position will be rotated among the independent directors, in alphabetical order of last name, effective the first day of each calendar quarter. Our Presiding Director at the time of the Annual Meeting is Sumaiya Balbale.

The Presiding Director has the power and authority to do the following: (1) to preside at all meetings of non-management directors when they meet in executive session without management participation; (2) to set agendas, priorities and procedures for meetings of non-management directors meeting in executive session without management participation; (3) to generally assist the Chairman of the Board; (4) to add agenda items to the established agenda for meetings of the Board; (5) to request access to the Company’s management, employees and its independent advisers for purposes of discharging his or her duties and responsibilities as a director; and (6) to retain independent outside financial, legal or other advisors at any time, at the expense of the Company, on behalf of the Board or any committee or subcommittee of the Board.

Communications by Stockholders and Other Interested Parties with the Board of Directors

Stockholders and other interested parties may contact an individual director, the Presiding Director, the Board as a group, or a specified Board committee or group, including the non-management directors as a group, by sending regular mail to Board of Directors, Shake Shack Inc., 225 Varick Street, Suite 301, New York, New York 10014, Attention: Corporate Secretary, or by email at investor.shakeshack.com.

Each communication should specify the applicable addressee or addressees to be contacted, as well as the general topic of the communication. The Company initially will receive and process communications before forwarding them to the addressee. The Company also may refer communications to other departments at the Company. The Company generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the Company.

Board Committees

Our Board of Directors has three standing committees: an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. Each of these Committees reports to the Board of Directors as they deem appropriate, and as the Board of Directors may request. The composition, duties and responsibilities of these Committees are described below. In the future, our Board of Directors may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Pursuant to the terms of the Stockholders Agreement, the Meyer Group currently has the right to designate fifty percent (50%) of the members of each committee of the Board of Directors because it has the right to designate at least four individuals for nomination to the Board of Directors. If the Meyer Group has the right to designate between one and three individuals for nomination to the Board of Directors, the Meyer Group will have the ability to designate at least one-third, but in no event fewer than one, of the members of each committee of the Board of Directors.

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Audit Committee

The Audit Committee operates under a written charter adopted by the Board of Directors. The charter contains a detailed description of the scope of the Audit Committee’s responsibilities and how they will be carried out. The Audit Committee’s charter is available on our website at investor.shakeshack.com, under “Governance Documents.” In accordance with its charter, the Audit Committee, among other responsibilities, (i) engages and oversees our independent registered public accounting firm; (ii) reviews and discusses with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC and the other financial information presented to our stockholders; (iii) reviews with our independent registered public accounting firm the scope and results of their audit; (iv) approves all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (v) reviews and monitors our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; (vi) reviews our responsibilities with respect to risk assessment and risk management; (vii) establishes procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; (vii) reviews risk assessments from management with respect to the Company’s information technology systems and procedures, including cybersecurity, and oversees the Company’s cybersecurity risk management processes; and (viii) reviews risk assessments from management with respect to the Company’s food safety and quality assurance practices, and must oversee the Company’s food safety and quality assurance risk management processes.

Our Audit Committee consists of Robert Vivian, Sumaiya Balbale, Jeff Flug and Josh Silverman, with Mr. Vivian serving as chair. As required by Rule 10A-3 of the Exchange Act and the New York Stock Exchange rules, each of Mr. Vivian, Ms. Balbale, Mr. Flug and Mr. Silverman meets the definition of “independent director” for purposes of serving on an audit committee. In addition, the Board of Directors has determined that each of Messrs. Vivian and Silverman qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors. The charter contains a detailed description of the scope of the Nominating and Corporate Governance Committee’s responsibilities and how they will be carried out. The Nominating and Corporate Governance Committee’s charter is available on our website at investor.shakeshack.com, under “Governance Documents.” The primary responsibilities of the Nominating and Corporate Governance Committee are to (i) identify individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors and in accordance with the terms of the Stockholders Agreement; (ii) develop and recommend to our Board of Directors a set of corporate governance guidelines and principles; (iii) oversee the evaluation of the Board of Directors; (iv) review the overall adequacy and provide oversight with respect to the Company’s environmental, social and related governance strategy, initiatives and policies; and (v) review and provide oversight of the Company’s commitment to corporate social responsibility and diversity, equity and inclusion matters and the Company’s strategies, initiatives and policies for the same.

Our Nominating and Corporate Governance Committee consists of Jeff Flug, Jenna Lyons, Joshua Silverman and Tristan Walker, with Mr. Flug serving as chair. As required by the New York Stock Exchange rules, each of Messrs. Flug, Silverman and Walker and Ms. Lyons meets the definition of “independent director” for purposes of serving on a nominating and corporate governance committee.

Compensation Committee

The primary responsibilities of the Compensation Committee are to (i) review and approve the Company’s executive compensation strategy and in connection with such review, identify and approve the Company’s peer group companies and to establish appropriate targets, as well as the level and mix

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of compensation elements for executive compensation; (ii) review and approve the corporate goals and objectives with respect to the compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of these goals and objectives, and determine the compensation of the Chief Executive Officer based upon that evaluation; (iii) review and set or make recommendations to the Board of Directors regarding the compensation of other executive officers; (iv) review and make recommendations to the Board of Directors regarding director compensation; (v) review and approve or make recommendations to the Board of Directors regarding the Company’s incentive compensation and equity-based plan and arrangements; (vi) ensure an appropriate management development and succession strategy with respect to the Chief Executive Officer, the other executive officers, and senior management; and (vii) review risk assessments from management with respect to the Company’s people practices, including without limitation, recruiting and retention, culture and labor.

Our Compensation Committee consists of Sumaiya Balbale, Anna Fieler, Jenna Lyons, Jonathan D. Sokoloff and Robert Vivian, with Ms. Balbale serving as chair. As required by the New York Stock Exchange rules, each of Messrs. Sokoloff and Vivian and Mses. Balbale, Fieler, and Lyons meets the definition of “independent director” for purposes of serving on a compensation committee. The Compensation Committee operates under a written charter adopted and approved by the Board.

Risk Oversight

Our Board of Directors is responsible for overseeing our risk management process. Our Board of Directors focuses on our general risk management strategy and the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Our Board of Directors does not have a standing risk management committee, but rather we administer this oversight function directly through our Board of Directors as a whole. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure, our Audit Committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, our Nominating and Corporate Governance Committee is responsible for the oversight of risks associated with environmental, social and governance matters and diversity, equity and inclusion, and our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage unnecessary risk taking. In addition, our Audit Committee oversees the performance of our internal audit function and considers and approves or disapproves any related-party transactions.

In addition, our management has created a Risk Management Oversight Committee, which is responsible for monitoring the Company’s risk environment and providing direction for the activities that are anticipated to mitigate, to an acceptable level, the risks that may adversely affect the Company’s ability to achieve its goals. The Risk Management Oversight Committee facilitates and monitors the implementation of effective risk mitigation steps taken by all Company leaders and assists risk owners in defining target risk exposure and reporting adequate risk-related information throughout the Company. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

Risk Considerations in our Compensation Program

We conducted an assessment of our compensation policies and practices for our employees and concluded that these policies and practices are not reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs for executive officers, as well as the multi-year vesting schedules for equity awards encourage employees to maintain both a short- and long-term view with respect to Company performance.

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Code of Ethics

We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the code on our website, investor.shakeshack.com. In addition, we intend to post on our website all disclosures that are required by law or the New York Stock Exchange listing standards concerning any amendments to, or waivers from, any provision of the code.

Our website is not part of this proxy statement; references to our website address in this proxy statement are intended to be inactive textual references only.

Director Recommendations

The Nominating and Corporate Governance Committee, in recommending director candidates, and the Board, in nominating director candidates, will evaluate candidates in accordance with the qualification standards set forth in our Corporate Governance Guidelines, available on our website, investor.shakeshack.com. In addition, the Nominating and Corporate Governance Committee and the Board may also consider the additional selection criteria listed in the Corporate Governance Guidelines. These qualification standards and additional selection criteria are summarized below.

Director Qualification Standards

The Nominating and Corporate Governance Committee, in recommending director candidates for election to the Board, and the Board, in nominating director candidates, will consider candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments.

Additional Selection Criteria

In evaluating director candidates, the Nominating and Corporate Governance Committee and the Board may also consider the following criteria as well as any other factor that they deem to be relevant:

•

The candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company;

•

The candidate’s experience as a board member of another publicly held company;

•

The candidate’s experience as an executive of a publicly held retail restaurant company;

•

The candidate’s professional and academic experience relevant to the Company’s industry;

•

The candidate’s diversity (race, ethnicity, gender, geography, sexual orientation, age, nationality, religious beliefs, socio-economic status, physical and/or mental capabilities);

•

The strength of the candidate’s leadership skills;

•

The candidate’s experience in finance and accounting and/or executive compensation practices;

•

The candidate’s experience in successfully scaled technology business(es);

•

Whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable; and

•

An understanding of the values of Daniel Meyer’s vision of “Enlightened Hospitality”: caring for each other, one’s guests, one’s community, one’s suppliers and one’s investors.

In addition, the Board considers whether there are potential conflicts of interest with the candidate’s other personal and professional pursuits.

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The Board also monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

Diversity

The Company values diversity on a Company-wide basis and seeks to achieve a mix of Board members that represent a diversity of background and experience, including with respect to age, gender, race, ethnicity, and occupation. Although the Board does not establish specific goals with respect to diversity, the Board’s overall diversity is a significant consideration in the director nomination process. The Company’s Corporate Governance Guidelines provide that our Nominating and Corporate Governance Committee is to take into account the overall diversity of the Board when identifying possible nominees for director. The Nominating and Corporate Governance Committee implements that policy, and assesses its effectiveness, by examining the diversity of all the directors on the Board when it selects nominees for directors. The diversity of directors is one of the factors that the Nominating and Corporate Governance Committee considers, along with the other selection criteria described above. The Nominating and Corporate Governance Committee assesses the effectiveness of its efforts at pursuing diversity through its periodic evaluation of the Board’s composition.

The Board includes three women on its ten-person board, one member who identifies as Asian, one member who identifies as South Asian American and Muslim, one member who identifies as Black or African American, and one member who identifies as gay.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders in the same manner it considers other candidates, but it has no obligation to recommend such candidates. A stockholder that wants to recommend a candidate for election to the Board of Directors should send a recommendation in writing to Shake Shack Inc., c/o Corporate Secretary, 225 Varick Street, Suite 301, New York, New York 10014. Such recommendation should describe the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director.

Stockholders may also nominate directors at the annual meeting by adhering to the advance notice procedure described under “Stockholder Proposals” elsewhere in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Director Compensation

Our non-employee director compensation policy, as amended, awards each non-employee director with a combination of cash (50%) and restricted stock units (50%) in consideration for his or her service on our Board of Directors as described below: (A) cash compensation equal to (1) $25,000 for each director affiliated with or who had any employment or service relationship with any significant stockholder or affiliate thereof (with a “significant stockholder” being any “person” or related “group” of “persons” (as used in Sections 13(d) of the Exchange Act) that, as of such date, held 10% or more of the total combined voting power of all classes of common stock of Shake Shack), payable in four equal installments following such non-employee director’s attendance at each of the Company’s quarterly Board meetings, (2) $37,500 for each non-affiliate director, payable in four equal installments following such non-employee director’s attendance at each of the Company’s quarterly Board meetings, and (3) for the chairperson of each committee of the Board of Directors, an additional

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$5,000, payable in four equal installments following such non-employee director’s attendance at each of the Company’s quarterly Board meetings; and (B) restricted stock units (1) with an aggregate grant date fair value of $25,000, if an affiliate director, (2) with an aggregate grant date fair value of $37,500, if a non-affiliate director, and (3) with an aggregate grant date fair value of $5,000, if the chairperson of a committee of the Board of Directors, in each case, valued as of the date of grant.

At a meeting of our Board of Directors held in June 2020, in order to preserve cash during the COVID-19 pandemic, our Board members voted to forego the cash portion of their compensation for the annual service period starting with the second quarter of 2020 and continuing through the first quarter of 2021 and instead received the value of such compensation in the form of restricted stock units.

The terms of each such annual equity award described above is set forth in a written award agreement between the applicable non-employee director and us, which provides for vesting after one year of continued service as a director, subject to acceleration upon a change of control.

The non-employee director compensation policy may be further amended, modified or terminated by our Board of Directors at any time in its sole discretion.

In addition to the non-employee director compensation policy, we adopted a director stock ownership policy encouraging non-employee directors to hold shares of our Class A common stock and/or LLC Interests with a value equal to or in excess of the fair value of the non-qualified stock option or other equity award that the non-employee director received as an annual equity award on or following the most recent annual meeting.

The following table set forth the compensation for each of our non-employee directors in fiscal 2020. The awards below were made in accordance with the above compensation amounts.

Name	Fees earned or paid in cash ($)(1)		Restricted Stock Unit Awards ($)(2)(3)		Total ($)
Daniel Meyer		0		56,255		56,255
Sumaiya Balbale		0		84,383		84,383
Anna Fieler		0		84,383		84,383
Jeff Flug		0		95,645		95,645
Jenna Lyons		0		84,383		84,383
Joshua Silverman		0		84,383		84,383
Jonathan D. Sokoloff		0		84,383		84,383
Robert Vivian		0		106,851		106,851
Tristan Walker		0		75,024		75,024

(1)

In fiscal 2020, each non-employee director relinquished cash compensation and instead received the value that would have been payable in cash in the form of equity compensation.

(2)

In fiscal 2020, each non-employee director was awarded equity compensation in consideration for his or her time of service on the board of directors consistent with the non-employee director compensation policy. For fiscal 2020, this amount includes both the value received in lieu of the cash component of the Board’s compensation received in the form of restricted stock units, as well as the equity compensation that is awarded under the Company’s non-employee director compensation policy. Fiscal 2020 awards were granted to Board Members as of the date of the 2020 Annual Meeting held on June 10, 2020 except in the case of Tristan Walker whose awards were granted on June 18, 2020.

(3)

As of December 30, 2020, the following non-employee directors held restricted stock units as follows: Mr. Meyer - 984 unvested restricted stock units; Ms. Balbale - 1,476 unvested restricted stock units; Ms. Fieler -1,476 unvested restricted stock units; Mr. Flug - 1,673 unvested restricted stock units; Ms. Lyons - 1,476 unvested restricted stock units; Mr. Silverman - 1,476 unvested restricted stock units; Mr. Sokoloff - 1,476 unvested restricted stock units; Mr. Vivian - 1,869 unvested restricted stock units; and Mr. Walker - 1,353 unvested restricted stock units.

Board and Annual Meetings

During fiscal 2020, the Board of Directors held seven meetings, the Nominating and Corporate Governance Committee held four meetings, the Audit Committee held five meetings, and the

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Compensation Committee held five meetings. Each of our directors attended at least 75% of the meetings of the Board of Directors and meetings held by any of the committees of the Board on which such director served.

The Company’s directors are encouraged to attend our Annual Meeting, but we do not currently have a policy relating to directors’ attendance at these meetings. All of the Company’s directors at the time of the Company’s annual meeting for fiscal 2020 attended such meeting.

Stand For Something Good Summary

Our mission is to Stand For Something Good® in all aspects of our business, including the premium ingredients making up our menu, the design of our Shacks and our community engagement. Stand For Something Good is a call to action for all of our stakeholders—our team, guests, communities, suppliers and investors—and we actively invite them all to share in this philosophy with us. This commitment drives our integration into the local communities in which we operate and fosters a deep and lasting connection with our guests. We are committed to a positive social impact, creating a more equitable and inclusive workplace and community and increasing environmental sustainability, including through our responsible product sourcing initiatives and sustainable packaging pilots. Our Stand For Something Good Summary is available on our website at investor.shakeshack.com, under “Governance Documents.” Our website is not part of this proxy statement; references to our website address in this proxy statement are intended to be inactive textual references only.

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PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected Ernst & Young LLP (“EY”) to be the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2021, and recommends that the stockholders vote for ratification of such appointment. EY has been engaged as our independent registered public accounting firm since September 9, 2014. As a matter of good corporate governance, the Audit Committee has requested the Board of Directors to submit the selection of EY as the Company’s independent registered public accounting firm for fiscal 2021 to stockholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. We expect representatives of EY to be present at the Annual Meeting. They will have the opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.

Audit and Related Fees

The following table sets forth the aggregate fees billed for various professional services rendered by EY:

	2020			2019
Audit Fees(1)		$	1,303,638		$	1,282,867
Audit Related Fees			-			-
Tax Fees			-			-
All Other Fees(2)			126,000			-
Total Fees		$	1,429,638		$	1,282,867

(1)

Consists of fees for professional services rendered for the audits of the Company’s consolidated financial statements included in its Annual Reports on Form 10-K for fiscal years 2020 and 2019 and for the review of the Company’s interim condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q for fiscal years 2020 and 2019.

(2)

Consists of fees for agreed upon sevices related to comfort letters in conjuction with the 2020 equity offering.

Pre-Approval Policy

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by EY. These services may include audit services, audit-related services, tax services and all other services. Proposed services may either be pre-approved without consideration of specific case-by-case services by the Audit Committee or require the specific pre-approval of the Audit Committee. Unless a type of service has received general pre-approval, it will require specific pre-approval if it is to be provided by EY.

All of the services described above were approved by the Audit Committee.

The Board of Directors recommends a vote FOR the ratification of the appointment of
Ernst & Young LLP.

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PROPOSAL NO. 3 - APPROVE (ON AN ADVISORY BASIS) COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) we are required to provide our stockholders with the opportunity to cast an advisory vote on the compensation of our Named Executive Officers (“NEOs”) as disclosed in this Proxy Statement, including in the section entitled “Compensation Discussion and Analysis,” the compensation tables and other executive compensation disclosures. The advisory stockholder vote to approve NEO compensation is often referred to as the “say-on-pay vote.”

The Compensation Committee believes that compensation of our executive officers in fiscal 2020 met the objectives of our program which were to foster long-term business success using a pay-for-performance philosophy intended to encourage performance and growth and to align the executive officers’ interests with those of our stockholders.

Stockholders are being asked to vote on the following resolution:

RESOLVED, that the stockholders approve the compensation of Shake Shack’s executive officers named in the Summary Compensation Table, as disclosed in Shake Shack’s Proxy Statement dated April 29, 2021, including the Compensation Discussion and Analysis, the compensation tables and other executive compensation disclosures.

Although this say-on-pay vote proposal is advisory and not binding, the Compensation Committee, which is comprised solely of independent directors and is responsible for making decisions regarding the amount and form of compensation paid to our executive officers, will carefully consider the stockholder vote on this matter, along with other expressions of stockholder views it receives on specific policies and desirable actions. In each case, the Compensation Committee will seek to understand the concerns that influenced the vote and address them in making future decisions affecting our executive compensation program.

Please refer to the sections of this Proxy Statement entitled “Compensation Discussion and Analysis” and “Fiscal 2020 Compensation Tables” for a detailed discussion of our executive compensation principles and practices, the fiscal 2020 compensation of our NEOs, and changes implemented in our program for fiscal 2020.

We urge you to read these sections of the proxy statement and the related compensation tables closely in determining how to vote on this matter.

The Board of Directors recommends a vote FOR the approval, on an advisory basis, of the
compensation of the Named Executive Officers as disclosed in this Proxy Statement.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows information about the beneficial ownership of our Class A common stock and Class B common stock, as of the Record Date, for:

•

each person known by us to beneficially own more than 5% of our outstanding Class A common stock or Class B common stock;

•

each of our directors and NEOs; and

•

all of our directors and executive officers as a group.

The number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC under which beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of the Record Date, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. However, in computing the number of shares of Class A common stock beneficially owned by an individual or entity, we do not include LLC Interests, which are exchangeable into Class A common stock, held by such individual or entity because the voting rights represented by the LLC Interests are reflected in the shares of Class B common stock reported for such individual or entity. Unless otherwise indicated, the address of all listed stockholders is c/o Shake Shack Inc., 225 Varick Street, Suite 301, New York, New York 10014. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

	Shares of Class A Common Stock Beneficially Owned				Shares of Class B Common Stock Beneficially Owned				Combined Voting Power(1)
Name of Beneficial Owner	Number		Percentage		Number		Percentage		Combined Voting Power(1)
Named Executive Officers and Directors
Daniel Meyer(2)		1,871,655		4.8%		1,861,057		63.7%		8.9%
Randy Garutti(3)		34,445		*		310,023		10.6%		*
Tara Comonte(4)		17,293		*		—		—		*
Zachary Koff(5)		33,680		*		—		—		*
Sumaiya Balbale(6)		2,217		*		—		—		*
Anna Fieler(7)		3,033		*		—		—		*
Jeff Flug(8)		7,395		*		—		—		*
Jenna Lyons(9)		13,847		*		—		—		*
Joshua Silverman(10)		4,700		*		—		—		*
Jonathan D. Sokoloff(11)		13,141		*		—		—		*
Robert Vivian(12)		30,332		*		—		—		*
Tristan Walker		—		*		—		—		*
All directors and executive officers as a group (twelve persons)		2,031,738		5.2%		2,171,080		74.3%		10.0%
Other 5% Stockholders
12 West Capital Management LP(13)		2,802,862		7.2%		—		—		6.7%
Alger Associates, Inc.(14)		2,783,507		7.1%		—		—		6.6%
BlackRock, Inc.(15)		5,563,174		14.2%		—		—		13.2%
Gilder, Gagnon, Howe & Co. LLC(16)		2,970,395		7.6%		—		—		7.1%
Select Equity Group, L.P.(17)		2,752,091		7.0%		—		—		6.5%
The Vanguard Group(18)		3,698,851		9.5%		—		—		8.8%

* Represents beneficial ownership of less than 1%.

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(1)

Includes the voting power of each owner based on the voting power held through both the owner’s Class A common stock and Class B common stock. Represents percentage of voting power of the Class A common stock and Class B common stock of Shake Shack voting together as a single class.

(2)

Includes (i) 554,732 shares of Class A common stock held by the Investment Trust, of which Mr. Meyer is the grantor, trustee and beneficiary, (ii) 10,254 shares of Class A common stock that Mr. Meyer currently has the right to acquire through the exercise of stock options, (iii) 984 shares of Class A common stock that Mr. Meyer will have the right to acquire within 60 days of the Record Date through the vesting of restricted stock units, (iv) 1,861,057 shares of Class B common stock held by the Gift Trust, of which Mr. Meyer’s spouse is a trustee and beneficiary, and (v) 1,305,306 shares of Class A common stock held by the Gift Trust. Mr. Meyer disclaims beneficial ownership of all of the shares held by the Gift Trust.

(3)

Includes (i) 1,837 shares of Class A common stock that Mr. Garutti will have the right to receive within 60 days of the Record Date through the vesting of performance stock units acquired by Mr. Garutti in connection with the Company’s 2015 incentive award plan, and (ii) 55,972 shares of Class B common stock held by The Randall J. Garutti 2014 GST Trust, of which Mr. Garutti’s spouse is a trustee and beneficiary. Mr. Garutti disclaims beneficial ownership of all of the shares held by The Randall J. Garutti 2014 GST Trust.

(4)

Includes (i) 2,999 shares of Class A common stock that Ms. Comonte currently has the right to acquire through the exercise of stock options,(ii) 1,030 shares of Class A common stock that Ms. Comonte will have the right to acquire within 60 days of the Record Date through the exercise of stock options, (ii) 7,710 shares of Class A common stock that Ms. Comonte will have the right to receive within 60 days of the Record Date through the vesting of restricted stock units issued to Ms. Comonte in connection with the Company’s 2015 incentive award plan, and (iii) 921 shares of Class A common stock that Ms. Comonte will have the right to receive within 60 days of the Record Date through the vesting of performance stock units acquired by Ms. Comonte in connection with the Company’s 2015 incentive award plan.

(5)

Includes (i) 24,000 shares of Class A common stock that Mr. Koff currently has the right to acquire through the exercise of stock options, and (ii) 834 shares of Class A common stock that Mr. Koff will have the right to receive within 60 days of the Record Date through the vesting of performance stock units acquired by Mr. Koff in connection with the Company’s 2015 incentive award plan.

(6)

Includes 1,476 shares of Class A common stock that Ms. Balbale will have the right to acquire within 60 days of the Record Date through the vesting of restricted stock units.

(7)

Includes 1,476 shares of Class A common stock that Ms. Fieler will have the right to acquire within 60 days of the Record Date through the vesting of restricted stock units.

(8)

Includes 1,673 shares of Class A common stock that Mr. Flug will have the right to acquire within 60 days of the Record Date through the vesting of restricted stock units.

(9)

Includes (i) 10,255 shares of Class A common stock that Ms. Lyons has the right to acquire through the exercise of stock options, and (ii) 1,476 shares of Class A common stock that Ms. Lyons will have the right to acquire within 60 days of the Record Date through the vesting of restricted stock units.

(10)

Includes (i) 1,108 shares of Class A common stock that Mr. Silverman has the right to acquire through the exercise of stock options, and (ii) 1,476 shares of Class A common stock that Mr. Silverman will have the right to acquire within 60 days of the Record Date through the vesting of restricted stock units.

(11)

Includes (i) 10,254 shares of Class A common stock that Mr. Sokoloff has the right to acquire through the exercise of stock options, and (ii) 1,476 shares of Class A common stock that Mr. Sokoloff will have the right to acquire within 60 days of the Record Date through the vesting of restricted stock units.

(12)

Includes (i) 17,431 shares of Class A common stock that Mr. Vivian has the right to acquire through the exercise of stock options, and (ii) 1,869 shares of Class A common stock that Mr. Vivian will have the right to acquire within 60 days of the Record Date through the vesting of restricted stock units.

(13)

Based on a Schedule 13G filed by 12 West Capital Management L.P. on February 17, 2021. According to the Schedule 13G, 12 West Capital Management L.P. has sole voting power and sole dispositive power over the reported shares of Class A common stock. The principal business office of 12 West Capital Management L.P. is 90 Park Avenue, 40th Floor, New York, NY 10016.

(14)

Based on a Schedule 13G filed by Alger Associates on February 16, 2021. According to the Schedule 13G, Alger Associates, Inc. has sole voting power and sole dispositive power over the reported shares of Class A common stock. The principal business office of Alger Associates, Inc. is 360 Park Avenue South, New York, NY 10010.

(15)

Based on a Schedule 13G filed by BlackRock, Inc. on January 26, 2021. According to the Schedule 13G, BlackRock, Inc. has sole voting power and sole dispositive power over 5,488,812 and 5,563,174 shares of Class A common stock, respectively. The principal business office of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

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(16)

Based on a Schedule 13G filed by Gilder, Gagnon, Howe & Co. LLC on February 16, 2021. According to the Schedule 13G, Gilder, Gagnon, Howe & Co. LLC has shared dispositive power over the reported shares of Class A common stock. The principal business office of Gilder, Gagnon, Howe & Co. LLC is 475 10th Avenue, New York, NY 10018.

(17)

Based on a Schedule 13G filed by Select Equity Group L.P. on February 12, 2021. According to the Schedule 13G, Select Equity Group L.P. has shared voting and shared dispositive power over the reported shares of Class A common stock. The principal business office of Select Equity Group L.P. is 380 Lafayette Street, 6th Floor, New York, NY 10003.

(18)

Based on a Schedule 13G filed by The Vanguard Group on February 10, 2021. According to the Schedule 13G, The Vanguard Group has sole voting power, shared voting power, sole dispositive power and sole dispositive power over 0 shares, 80,723 shares, 3,590,008 shares and 108,843 shares of Class A common stock, respectively. The principal business office of the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

The following table sets forth information regarding the executive officers of the Company as of the Record Date:

Name	Age	Position
Randy Garutti	46	Chief Executive Officer and Director
Tara Comonte	47	President and Chief Financial Officer
Zachary Koff	41	Chief Operating Officer

Randy Garutti - please see “Proposal No. 1—Election of Directors—Continuing Directors” for Mr. Garutti’s biography.

Tara Comonte has served as Shake Shack’s President and Chief Financial Officer since October 2, 2019 and as Shake Shack’s Chief Financial Officer since June 12, 2017. Prior to becoming Chief Financial Officer, Ms. Comonte served as Chief Financial & Business Affairs Officer and Executive Vice President at Getty Images, a global digital media company, since October 2016 where she was responsible for the company’s global finance, enterprise reporting & analytics and investor relations functions, together with real estate and facilities, as well as oversight of information systems & technology. Prior to that, Ms. Comonte served as the Chief Financial Officer and Senior Vice President of Getty Images since April 2013, where she managed the overall leadership and strategic direction of all aspects of the company’s global finance function. Prior to that, Ms. Comonte served as the Chief Financial Officer at McCann Worldgroup, the world’s largest marketing communications business, since October 2010. On March 23, 2021, Ms. Comonte informed the Company that she will be resigning from the Company on May 7, 2021 following the Company’s filing of its earning release and Quarterly Report on Form 10-Q for the fiscal first quarter 2021 reporting period.

Zachary Koff has served as Shake Shack’s Chief Operating Officer since January 2017. Prior to becoming Chief Operating Officer, Mr. Koff served as Senior Vice President, Operations since March 2015, Vice President, Operations since April 2012, and Director of Operations since February 2010. Prior to joining Shake Shack, Mr. Koff spent 8 years working in operations for Bravo Brio Restaurant Group. Mr. Koff graduated from Cornell University’s School of Hotel Administration in 2002 with a Bachelor’s Degree in Hospitality Administration.

COMPENSATION DISCUSSION AND ANALYSIS

This section provides a detailed description of our compensation philosophy and practices; our compensation-setting process; our executive compensation program components; and the rationale for compensation decisions made in 2020 with respect to our Named Executive Officers (“NEOs”). For the fiscal year ending December 30, 2020, our NEOs were:

NEO			Title
Randy Garutti			Chief Executive Officer
Tara Comonte			President and Chief Financial Officer
Zachary Koff			Chief Operating Officer

Executive Summary

Fiscal 2020 was a year of growth in the face of headwinds faced by our industry as a result of the global COVID-19 pandemic. Much of our progress in 2020 can be attributed to the skilled acceleration and implementation of the Company’s business strategy by our senior leadership team and the Board, who continue to collaborate on creating long-term value for our stockholders. We experienced steady recovery in the business following the low point in April 2020, most notably, with same-Shack sales

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improving sequentially in each of the last eight months of fiscal 2020, all while continuing to support our Shack teams, our guests and the communities in which we operate. Please refer to our Annual Report for a discussion of our business, operations and development, including our digital evolution, new Shack openings, and financial statements, as well as a discussion of our human capital management.

Financial Highlights

•

Total revenue for the fiscal year ended December 30, 2020 decreased 12.1% to $522.9 million versus the prior year. This decrease is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental revenue of $11.1 million. Excluding the 53rd week, total revenue in fiscal year 2020 decreased 13.9%.

•

Shack sales for the fiscal year ended December 30, 2020 decreased 11.9% to $506.3 million versus the prior year. This decrease is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental Shack sales of $10.7 million. Excluding the 53rd week, Shack sales in fiscal year 2020 decreased 13.7%.

•

Same-Shack sales* decreased 27.8%, for the fiscal year ended December 30, 2020 versus the prior year.

•

Licensed revenue for the fiscal year ended December 30, 2020 decreased 16.9% to $16.5 million versus the prior year. This decrease is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental licensed revenue of $0.4 million. Excluding the 53rd week, licensed revenue in fiscal year 2020 decreased 18.9%.

•

Shack system-wide sales decreased 13.0% to $778.9 million, versus the prior year. This decrease is inclusive of the favorable impact of the 53rd week in the fourth quarter 2020, which resulted in incremental Shack system-wide sales of $17.7 million. Excluding the 53rd week, Shack system-wide sales in the fiscal year 2020 decreased 15.0%.

•

Operating loss for the fiscal year ended December 30, 2020 was $43.9 million compared to operating income of $25.7 million versus the same period last year. This operating loss includes a non-cash impairment charge of $7.6 million related to two Shacks and the expansion space of the Company’s home office.

•

Shack-level operating profit*, a non-GAAP measure, decreased 44.2% to $71.4 million, or 14.1% of Shack sales in fiscal year 2020, inclusive of a $0.9 million reduction in Occupancy and related expenses due to the closure of our Shack in Penn Station.

•

Net loss was $45.5 million and adjusted EBITDA*, a non-GAAP measure, was $22.7 million in fiscal year 2020, compared to net income of $24.1 million and adjusted EBITDA of $81.8 million in the same period last year.

•

Net loss attributable to Shake Shack Inc. was $42.2 million and adjusted pro forma net loss, a non-GAAP measure, was $22.3 million, or a loss of $0.56 per fully exchanged and diluted share in fiscal year 2020, compared to net income attributable to Shake Shack Inc. of $19.8 million, adjusted pro forma net income of $27.4 million, or $0.72 per fully exchanged and diluted share, in the same period last year.

•

We opened 36 net system-wide Shacks, comprised of 20 domestic Company-operated Shacks and 16 net licensed Shacks.

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The charts below demonstrate our consistent, strong performance over the last five years while recognizing the acute impact of the global COVID-19 pandemic on our fiscal 2020 business and operations.

[MISSING IMAGE: tm2110686d1-bc_ttlrevpn.jpg]

[MISSING IMAGE: tm2110686d1-bc_systpn.jpg]

(1) “System-wide Sales” is an operating measure and consists of sales from the Company’s domestic Company-operated Shacks, domestic licensed Shacks and international licensed Shacks. The Company does not recognize the sales from licensed Shacks as revenue. Of these amounts, revenue is limited to Shack sales from domestic Company-operated Shacks and licensing revenue based on a percentage of sales from domestic and international licensed Shacks.

Note: CAGR for total revenue, system-wide sales, system-wide Shack count and cash flow from operations, is the compounded annual growth rate between 2016 and the end of 2020

* Same-Shack sales represents Shack sales for the comparable Shack base, which is defined as the number of domestic Company-operated Shacks open for 24 full fiscal months or longer. For days that Shacks were temporarily closed, the comparative 2019 period was also adjusted. Same-Shack sales compares 52 weeks from December 26, 2019 through December 23, 2020 to the 52 weeks from December 27, 2018 through December 25, 2019. Adjusted EBITDA, Shack-level operating profits and adjusted pro forma net income (loss) are non-GAAP measures. EBITDA is defined as Net income (loss) before Interest expense (net of interest income), Income tax expense (benefit) and Depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA (as defined above) excluding equity-based compensation expense, deferred lease costs, Impairment and loss on disposal of assets, amortization of cloud-based software implementation costs, as well as certain non-recurring items that we do not believe directly reflect our core operations and may not be indicative of our recurring business operations. Shack-level operating profit is defined as Shack sales less Shack-level operating

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expenses including Food and paper costs, Labor and related expenses, Other operating expenses and Occupany and related expenses. Adjusted pro forma net income (loss) represents net income (loss) attributable to Shake Shack Inc. assuming the full exchange of all outstanding SSE Holdings, LLC membership interests for shares of Class A common stock, adjusted for certain non-recurring items that we do not believe are directly related to our core operations and may not be indicative of our recurring business operations. Please refer to the “Non-GAAP Financial Measures” section on pages 65-70 of our Annual Report on Form 10-K filed on February 26, 2021 for a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures.

Say-on-Pay and Stockholder Engagement

At our 2020 Annual Meeting, we asked our stockholders to vote to approve, on an advisory basis, the compensation of our NEOs. Our stockholders overwhelmingly approved the compensation paid to our NEOs, with over 98.6% cast in favor of our say-on-pay resolution. We value this positive endorsement by our stockholders of our executive compensation policies. As we evaluated our compensation practices for fiscal 2020, we were mindful of the strong support our stockholders expressed for our pay-for-performance philosophy, and the Compensation Committee and the Board considered the outcome of the vote when setting our compensation policies for 2020. The Board and the Compensation Committee will consider the future stockholder advisory votes of our stockholders, including the vote that will take place at the 2021 Annual Meeting, when we make compensation decisions for our named executive officers in the future. The compensation arrangements for fiscal 2020 described in this Compensation Discussion and Analysis, including the targets and goals under the Annual Cash Incentive Plan and the Long-Term Incentive Plan, were established prior to the global outbreak of the COVID-19 pandemic. As described in more detail below, although the previously-established financial targets under both the Annual Cash Incentive Plan and the Long-Term Incentive Plan were not attained in fiscal 2020 due to the impact of the COVID-19 pandemic on our business, the Compensation Committee did not seek to change the targets under these programs or use positive discretion to pay out amounts in excess of what would have been payable under the terms of these programs. Also as described in more detail below, in fiscal 2020, the Compensation Committee approved one-time discretionary cash bonuses to each of our NEOs to reflect their efforts and contribution to guiding the Company through the global COVID-19 pandemic.

Executive Compensation Practices—Governance

Below are our current practices and policies that guide our executive compensation program. We believe the following items promote good corporate governance and are in the best interests of our stockholders and NEOs:

•

Our Compensation Committee is comprised of fully-independent directors

•

We cap annual cash incentive awards payouts to mitigate risk

•

We maintain stock ownership guidelines for our Directors and Executive Officers

•

We do not provide significant perquisites

•

We prohibit hedging and pledging of Company stock

•

We hold an annual say-on-pay vote.

What Guides Our Program

Compensation Philosophy and Objectives

Our executive talent and executive compensation philosophy enables us to attract well-qualified executives and to motivate and reward them for business results and leadership behaviors that drive our business strategy. We are committed to a pay for performance culture that includes high standards of ethical behavior and corporate governance.

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The objective of our executive compensation program is to attract, retain, and motivate individuals who share in our dedication to our community and are committed to our mission, Stand for Something Good. We believe that competitive executive compensation packages that consist of both fixed and variable pay in the form of base salaries, annual cash incentive opportunities, and long-term equity incentives that vest over a multi-year period enable us to achieve those objectives and align the compensation of our executive officers with our performance and long-term value creation for our stakeholders.

Elements of Compensation

Our compensation philosophy is supported by the following principal elements of pay:

Element

How It’s Paid

Purpose

Base Salary

Cash
(Fixed)

Provides a competitive fixed rate of pay relative to similar positions in the market, and enables the Company to attract and retain critical executive talent

Annual Cash Incentive

Cash
(Variable)

Focuses executives on achieving annual financial and individual goals that drive long-term stockholder value

Long-Term Incentives

Mix of Equity
(Variable)

Provides incentives for executives to execute on longer-term financial/strategic growth goals that drive stockholder value creation and support the Company’s leadership retention objectives

How We Make Compensation Decisions

The Compensation Committee oversees the executive compensation program of our NEOs and is made up of independent, non-employee members of the Board. The Compensation Committee works very closely with management to evaluate the effectiveness of the Company’s executive compensation program throughout the year. The Committee’s specific responsibilities are set forth in its charter, which can be found on the Company’s website at https://investor.shakeshack.com/investors-overview/governance under “Governance Documents.”

Role of Compensation Committee

The Compensation Committee makes all final compensation and equity award decisions regarding our NEOs. In setting compensation for our NEOs, the Compensation Committee considers the relative amount of compensation that is delivered on a current and long-term basis and in the form of cash and equity. The combination of performance measures for annual bonuses and the equity compensation programs for executive officers, as well as the multi-year vesting schedules for equity awards, encourage key employees to maintain both a short-term and a long-term view with respect to Company performance. The compensation arrangement for each of our NEOs is intended to encourage performance and growth and to align the NEOs’ interests with those of our stockholders. The Committee’s primary responsibilities include:

•

Reviewing and approving incentive plans and performance objectives;

•

Assessing each NEO’s performance relative to these targets and objectives;

•

Evaluating the competitiveness of each NEO’s total compensation package;

•

Approving changes to a NEO’s compensation element, including base salary, annual and long-term incentive opportunities and awards; and

•

Designing executive compensation plans and programs.

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Role of the CEO

Our CEO plays a significant role in reviewing the performance of our executive officers (other than his own) and making compensation recommendations to the Compensation Committee. The CEO’s responsibilities include:

•

Reviewing the performance of other executive officers and making recommendations to the Compensation Committee with respect to their compensation; and

•

Working closely with members of senior management to provide input to the Compensation Committee on performance goals and compensation and benefit program design and development.

The CEO does not participate in the deliberations of the Compensation Committee regarding his own compensation. Independent members of the Board make all final determinations regarding CEO compensation.

Competitive Positioning

The Company competes with business entities across multiple industries for top executive-level talent. To this end, the Compensation Committee periodically evaluates industry-specific and general market compensation practices and trends to ensure that our program and NEO pay opportunities remain appropriately competitive. The Compensation Committee compares each component of the total compensation package to the compensation components of comparable executive positions of a peer group of publicly traded companies (the “Peer Group”). The companies comprising the Peer Group were selected based on the following considerations:

•

Business dynamics;

•

Geographic dispersion;

•

Workforce dynamics; and

•

Brand equity and company culture.

The Compensation Committee selected the following 13 companies for the 2020 Peer Group because they are of similar size and scope based on measures of corporate revenues, enterprise values and market capitalization:

		2020 Peer Group
		Canada Goose Holdings Inc.				Ruth’s Hospitality Group, Inc.
		Churchill Downs Incorporated				Texas Roadhouse, Inc.
		Del Taco Restaurants, Inc.				The Cheesecake Factory Incorporated
		Etsy, Inc.				Vail Resorts, Inc.
		Floor & Décor Holdings, Inc.				Wingstop Inc.
		Grubhub Inc.				YETI Holdings, Inc.
		Planet Fitness, Inc.

Peer Data ($M)(1)
	Corporate Revenue			Enterprise Value			Market Cap
Median		$	1,092		$	6,010		$	5,960
SHAK		$	523		$	3,720		$	3,530
Estimated Percentile Rank of SHAK within Peer Group			36th			36th			36th

(1) Corporate Revenue, Enterprise Value and Market Cap are as of 12/31/2020 or most recent fiscal year.

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Consideration of competitive compensation data is one of several factors that the Compensation Committee takes into account when making its decisions with respect to the compensation of our NEOs. For purposes of gauging market position, the Compensation Committee has reviewed information derived from data obtained from publicly available information such as the proxy statements of publicly-traded companies, compensation survey data and other published reports on executive compensation, and the general knowledge of the Compensation Committee with regard to the market for senior management positions.

We believe that market data should be interpreted within the context of other important factors and should not solely be relied upon in setting the pay levels of our NEOs. As a result, in setting the target pay level of our NEOs, we review the market data along with a variety of other factors including, individual performance, competencies, skills, future potential, prior experience, scope of responsibility and accountability within the organization.

2020 Executive Compensation Program in Detail

Base Salary

We provide competitive base salaries to our NEOs to compensate them for services rendered to the Company. Base salaries provide a fixed component of compensation reflecting the executive’s skills, expertise, leadership contributions and day-to-day performance. In meetings during Q4 of 2019 and Q1 of 2020, and prior to the outbreak of the global COVID-19 pandemic, the Compensation Committee approved, in light of job responsibilities, performance, and compensation information that is publicly available, the following base salary adjustments for each of the NEOs:

NEO	2019 Base Pay			2020 Base Pay			% Change
Randy Garutti		$	600,233		$	630,250		5%
Tara Comonte		$	524,475		$	550,700		5%
Zachary Koff		$	300,000		$	315,000		5%

In response to the impact of the COVID-19 pandemic, the Company took significant steps across its business to conserve cash and maximize financial flexibility until market conditions stabilizied. Effective April 2, 2020 through September 24, 2020, the base salaries of our NEOs were reduced to the following amounts:

NEO	2020 Base Pay			2020 Base Pay with Reduction			% Change
Randy Garutti		$	630,250		$	600,238		-5%
Tara Comonte		$	550,700		$	524,476		-5%
Zachary Koff		$	315,000		$	300,000		-5%

Annual Cash Incentive

The NEOs are entitled to receive annual performance-based cash bonuses under the Annual Cash Incentive Plan, the amount of which is based on satisfaction of annual Company objectives that are established by the Board of Directors or the Compensation Committee. Target award opportunities are expressed as a percentage of base salary and are based on the individual NEO’s level of responsibility and ability to impact the business results. The Compensation Committee set the following threshold, target and maximum award levels for fiscal 2020.

	Target Annual Cash Award Opportunity (as % of Base Salary)
NEO	Threshold		Target		Maximum
Randy Garutti		0%		75%		150%
Tara Comonte		0%		50%		100%
Zachary Koff		0%		35%		58.45%

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Annual cash incentives reward both the achievement of short-term financial goals, as well as the execution of activities to advance our strategic and operational priorities, which support near-term financial performance and long-term strategic objectives. We describe our Annual Cash Incentive Plan structure in more detail below, including the metrics and weightings we used for fiscal 2020.

2020 Annual Cash Incentive Plan Design

For fiscal 2020 and prior to the outbreak of the global COVID-19 pandemic, the Compensation Committee determined that it was desirable and in the best interest of the Company to adjust the performance measures as they pertained to the President and CFO. For 2020, the President and CFO’s individual performance measure was removed, and the measurement of the President and CFO’s performance under the 2020 Annual Cash Incentive Plan was based 100% on financial performance metrics so that the performance be fully tied to and aligned with the measurement of the CEO and the financial performance of the Company. The 2020 Annual Cash Incentive Plan for the COO remained based 80% on the achievement of the Company-wide financial performance metrics and 20% on individual performance. The individual performance measure is based on subjective performance, as determined by the CEO and Compensation Committee. The individual performance measure increases the importance of accountability through goal setting and achievement and individual contributions to our culture. We believe this individual performance measure encourages efforts to continue to strengthen the culture and thereby deliver long-term, sustainable growth to our stakeholders.

	Weighting
Performance Metrics	CEO and President and CFO		COO
Total Revenue vs Budget*		50%		40%
Adjusted EBITDA vs Budget**		50%		40%
Individual Performance (Individual Performance and Goal Achievement)		0%		20%

* For purposes of the Annual Cash Incentive Plan, the Company defines Total Revenue as revenue, inclusive of revenue from Company-owned operations and licensing revenue from international and domestic licensed operations.

** For purposes of the Annual Cash Incentive Plan, the Company defines Adjusted EBITDA as net income before deducting (A) interest, (B) taxes, (C) depreciation and (D) amortization, and excluding certain non-cash and other items not considered in the Company’s evaluation of ongoing operating performance, including equity-based compensation expenses, non-cash deferred rent charges, and certain non-recurring charges. Adjusted EBITDA performance (both Budget and actual performance) excludes bonuses.

2020 Annual Cash Incentive Plan Payout

The Company-wide financial performance metrics upon which our NEO’s performance-based incentive are determined are directly linked to the key drivers of our business: sales growth and operational profitability. These metrics are also meaningful to investors. This portion of each NEO’s award is determined by the achievement of the combined score of the two financial performance metrics set at the beginning of the year. Due to the outbreak of the COVID-19 pandemic and its

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disruption to our business operations, the Company did not achieve the target goals established for the 2020 fiscal year. The table below summarizes the threshold, target, and maximum performance achievement levels and their respective payout results for fiscal 2020.

Financial Performance Metric	Target Performance Goal ($)			Range of Performance Achievement						Actual % of Achievement		Actual % of Payout
Financial Performance Metric	Target Performance Goal ($)			Threshold		Target		Maximum		Actual % of Achievement		Actual % of Payout
Total Revenue		$	721,904,000		90%		100%		105%		72.43%		0%
Adjusted EBITDA		$	96,195,000		90%		100%		115%		29.94%		0%
Total Payout													0%

Note: If performance is achieved at a level between the threshold and target or between target and maximum, the payout level is determined through straight-line interpolation. Under the terms of the applicable award the Actual % of Payout set forth above corresponds to the Actual % of Achievement of the applicable goals.

Financial targets under the 2020 Annual Cash Incentive Plan were unattainable due to the outbreak of COVID-19, but in response to the pandemic, the Company accelerated strategic and operational plans for its digital evolution and physical Shack design to efficiently serve our guests. Our CEO and President and CFO were instrumental in steering the Company through the pandemic and innovating and driving a host of initiatives, including the expansion and acceleration of the order pick-up experience to include in-Shack pickup, Shack Track, curbside pick-up, kiosk and delivery on certain platforms such as Goldbelly, Uber Eats, Postmates, DoorDash, Caviar, and Grubhub with future rollouts of Shake Shack Drive-Thru and delivery through our own channels in 2021. Additional detail regarding these initiatives is included in our Annual Report. Although only our COO was eligible to receive a portion of the payout under the 2020 Annual Cash Incentive Plan based on non-financial individual performance goals (equal in value to 20% of the overall incentive opportunity), for fiscal 2020, the Compensation Committee approved bonus payouts at 20% of the target annual incentive value for each of the NEOs to reward each NEO’s contribution to driving the Company’s accelerated strategic and operational evolution described above. The actual amounts of the performance-based cash bonuses paid to each NEO for fiscal 2020 performance are shown in the table below:

NEO	Base Salary			Target Annual Award (% of Base Salary)		Target Annual Incentive Value ($)			Financial Performance Actual Achievement		Individual Performance Actual Achievement		Total Award Payout Value
Randy Garutti		$	630,250		75%		$	472,688		51.2%		100%		$	94,538
Tara Comonte		$	550,700		50%		$	275,350		51.2%		100%		$	55,070
Zachary Koff		$	315,000		35%		$	105,000		51.2%		100%		$	22,050

Note: Individual Performance Achievement was not included as a measurement for the CEO and President and CFO for fiscal 2020. The Compensation Committee approved bonus payouts at 20% of the target annual incentive value to each to reward their high level of individual performance in steering the Company through the pandemic and driving the Company’s accelerated strategic and operational evolution described above.

Long-Term Incentives

We provide our NEOs with long-term incentive awards under our 2015 Incentive Award Plan (as amended, the “2015 Plan”). Awards under the 2015 Plan are intended to align the interests of the NEOs with those of our stockholders and to create a link between executive pay and the long-term shareholder value creation. Rewards earned by our NEOs in connection with these awards are dependent on the Company’s achievement of the pre-determined goals over each annual performance period.

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2020 Long-Term Incentive Plan Design

In fiscal 2020 and prior to the outbreak of the global COVID-19 pandemic, the Compensation Committee granted a substantial portion of the target total compensation for each of our NEOs in the form of long-term equity incentive awards. On March 2, 2020, long-term incentive awards were granted to each of the NEOs in the form of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). RSUs represented 50% of the total award value and vest ratably over a period of four years, subject to the NEO’s continued employment. PSUs represented the remaining 50% of the award value and are earned and vest over four years, based on the achievement of two, equally weighted, pre-determined financial goals, measured over a one-year performance period which is the 2020 fiscal year.

Performance Metrics	Weighting
Total Revenue*		50%
Adjusted EBITDA**		50%

* For purposes of the PSUs, Total Revenue means revenue, inclusive of revenue from Company-owned operations and licensing revenue from international and domestic licensed operations.

** For purposes of the PSUs, the Company defines Adjusted EBITDA as net income before deducting (A) interest expense, (B) taxes, (C) depreciation and (D) amortization, and excluding certain non-cash and other items not considered in the Company’s evaluation of ongoing operating performance, including equity-based compensation expenses, non-cash deferred rent charges, and certain non-recurring charges. Adjusted EBITDA performance (both Budget and actual performance) excludes bonuses.

The PSUs are payable to the extent the Company achieves the Total Revenue and Adjusted EBITDA performance goals over the annual performance period. Any PSUs that are issued will vest, subject to Mr. Garutti’s, Ms. Comonte’s and Mr. Koff’s continued employment with the Company, ratably over a four-year period commencing on the first anniversary of the date the PSUs were granted. Issued PSUs may vest sooner for Mr. Garutti’s, Ms. Comonte’s and Mr. Koff’s death or disability.

The amount of PSUs issued to each of the NEOs is a percentage, ranging from 0% to 125%, of each NEO’s PSU target. In March 2021, the Compensation Committee certified the following results:

Financial Performance Metric	Target Performance Goal ($)			Range of Performance Achievement						Actual % of Achievement		Actual % of Payout
Financial Performance Metric	Target Performance Goal ($)			Threshold		Target		Maximum		Actual % of Achievement		Actual % of Payout
Total Revenue		$	721,904,000		95%		100%		105%		72.43%		0%
Adjusted EBITDA		$	96,195,000		95%		100%		120%		29.94%		0%
Total Payout													0%

Note: Under the terms of the applicable award the Actual % of Payout set forth above corresponds to the Actual % of Achievement of the applicable goals.

Based on these results, the NEOs earned the following PSU awards for fiscal 2020, which vest according to the provisions described above.

	Target PSUs Granted for 2020					Actual PSUs Earned for 2020
NEO	PSUs (#)		PSUs ($)			PSUs (#)
Randy Garutti		13,112		$	750,006		0
Tara Comonte		5,245		$	300,014		0
Zachary Koff		3,497		$	200,028		0

Note: Target award amounts for PSUs were determined based on the closing price of Shake Shack common stock on the date of the grant and vest equally in four installments beginning with the first anniversary of the date of grant.

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2021 Long-Term Incentive Plan Design

The Committee will continue to award a mix of PSUs and RSUs, but for fiscal 2021, the grant mix is more heavily weighted in value to PSUs. This grant mix aligns with market practice with an emphasis on performance-related compensation and provides retention strength with the inclusion of RSUs. In addition to an annual award mix of PSUs and RSUs, the Committee also approved a one-time award in the form of PSUs.

Other Awards

Spot Bonuses

In fiscal 2020, the Committee approved one-time, discretionary cash awards in the form of spot bonuses to the NEOs. Spot bonuses were awarded in special recognition for the dedication of and to reflect our NEOs’ urgency and innovation in addressing the COVID-19 pandemic that could not be quantified through the annual incentive plans. The spot bonuses for each of Mr. Garutti, Ms. Comonte and Mr. Koff were $30,000, $30,000, and $15,000, respectively, and were paid out on December 24, 2020.

Equity Award to Ms. Comonte

Pursuant to her employment agreement, during fiscal year 2020, the Compensation Committee granted Ms. Comonte equity awards with a grant date fair value of $100,000 in stock options and $500,000 in RSUs. The awards were made in order to align Ms. Comonte’s interests with those of our stockholders, and the RSU award was made to compensate Ms. Comonte for the amounts of equity awards that she forfeited upon separation from her previous employer. Ms. Comonte’s (i) options will vest in five annual installments beginning on the first anniversary of the grant date, and (ii) her RSUs will vest in five equal installments beginning on the first anniversary of the grant date, in each case, contingent on Ms. Comonte’s continued service with the Company on each vesting date.

Other Compensation and Governance Programs, Policies and Guidelines

Stock Ownership Policy

In addition, we have an executive stock ownership policy requiring Mr. Garutti, as of January 15, 2020, Ms. Comonte, as of June 12, 2022, and Mr. Koff, as of June 9, 2025, to hold shares of our Class A common stock or LLC Interests with a value equal to two times for Mr. Garutti and one times for Ms. Comonte and Mr. Koff of their respective annual base salaries. Securities that qualify in determining whether Mr. Garutti, Ms. Comonte, and Mr. Koff have satisfied the shareholding requirements include (i) issued and outstanding shares of Class A common stock held beneficially or of record, (ii) issued and outstanding LLC Interests held beneficially or of record, (iii) issued and outstanding shares of Class A common stock or LLC Interests held by a qualifying trust (i.e., a trust created for the benefit of the executive officer, his spouse or members of his immediate family), (iv) issued and outstanding shares of Class A common stock or LLC Interests held by a 401(k) or other qualified pension or profit-sharing plan for the benefit of the executive officer, and (v) shares of Class A common stock underlying vested Shake Shack time-based stock options and restricted stock units deliverable upon exercise or settlement in full, less tax withholdings and, in the case of stock options, a number of shares of Class A common stock with a value equal to the exercise price thereof.

Hedging Policy

We have a policy that precludes all of the Company’s employees, including our NEOs, along with our directors, from engaging in hedging transactions involving the Company’s equity securities, including short selling, buying exchange-traded put options or call options associated with our stock, transactions relating to zero-cost dollars, forward sales contracts, purchases of the Company’s

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securities on margin and pledging the Company’s securities as collateral to secure loans. We aim to restrict these transactions because they could serve to “hedge” the risk of owning our stock and otherwise can be highly speculative transactions with respect to our stock.

Employment Agreements

We entered into an amended and restated employment agreement with Mr. Garutti, effective as of October 25, 2018; an employment agreement with Ms. Comonte, effective as of June 12, 2017; and an amended and restated employment agreement with Mr. Koff, effective as of January 5, 2017. The material terms of such agreements are summarized below.

Pursuant to advice of a tax advisor retained by the Company, effective as of the start of fiscal 2018, Mr. Garutti ceased to be treated as an employee of the Company for tax purposes, while remaining a partner of SSE Holdings. So that he is not adversely impacted by the cessation of his status as an employee of the Company for income tax purposes, pursuant to his amended and restated employment agreement, Mr. Garutti is entitled to an annual gross-up payment that will leave Mr. Garutti in the same economic position as if he had been classified as an employee for income tax purposes. The gross-up arrangement is expected to have a minimal impact on the Company. The Company also will reimburse Mr. Garutti for any expenses he incurs in connection with calculating his tax obligations pursuant to the amended and restated employment agreement.

Position and Employment Term

Under the applicable employment agreements, during their respective terms of employment, Mr. Garutti, Ms. Comonte and Mr. Koff will serve as Chief Executive Officer, President and Chief Financial Officer, and Chief Operating Officer, respectively, of Shake Shack, SSE Holdings and all of its affiliates. The current employment terms are as follows: (i) for Mr. Garutti, through October 25, 2021, with automatic three (3)-year renewal terms thereafter, unless either party provides written notice of non-extension within 90 days of the expiration of the then-current term; (ii) for Ms. Comonte, which agreement automatically renewed on June 12, 2020 through June 12, 2021, with automatic one (1)-year renewal terms thereafter, unless either party provides written notice of non-extension within 90 days of the expiration of the then-current term. On March 23, 2021, Ms. Comonte informed the Company that she will be resigning from the Company on May 7, 2021 following the Company’s filing of its earnings release and Quarterly Report on Form 10-Q for the fiscal first quarter 2021 reporting period; and (iii) for Mr. Koff, which agreement automatically renewed on January 5, 2021 through January 5, 2022, with automatic one (1)-year renewal terms thereafter unless either party provides written notice of non-extension within 90 days of the expiration of the then-current term.

Base Salary, Annual Bonus and Equity Compensation

The annual base salary for fiscal 2020 for each of Mr. Garutti, Ms. Comonte and Mr. Koff was increased to $630,250, $550,700, and $315,000, respectively. Effective April 2, 2020 through September 24, 2020, the base salaries were reduced by 5% before being reinstated.

In addition, pursuant to their employment agreements, Mr. Garutti, Ms. Comonte and Mr. Koff are eligible to receive annual performance-based cash bonuses upon the attainment of Company performance goals established by the Compensation Committee. The amount of the annual performance-based cash bonus that may be received by Mr. Garutti, Ms. Comonte, and Mr. Koff upon attainment of target performance for the 2020 fiscal year was 75% of base salary, 50% of base salary, and 35% of base salary respectively, and the maximum amount of the annual performance-based cash bonus that may be received by Mr. Garutti, Ms. Comonte and Mr. Koff for the 2020 fiscal year was 150% of base salary, 100% of base salary, and 58.45% of base salary, respectively.

Under the employment agreements, Mr. Garutti, Ms. Comonte and Mr. Koff are also eligible for annual equity awards, the form and terms of which will be determined by the Compensation Committee in its discretion. Ms. Comonte’s employment agreement also entitles her to an annual equity award in each of 2018, 2019, 2020, and 2021 consisting of (i) RSUs with a grant date fair value

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equal to $500,000, and (ii) options equal to an accounting value based on the Black Scholes Model of $100,000 on the date of grant, in each case, subject to vesting over a five-year period following the date of grant, contingent on Ms. Comonte’s continued employment with the Company through such vesting date.

Severance

The employment agreement for each of Mr. Garutti, Ms. Comonte and Mr. Koff provides for severance upon a termination by us without cause or by Mr. Garutti, Ms. Comonte, and Mr. Koff for good reason, in each case, subject to the execution and non-revocation of a waiver and release of claims by Mr. Garutti, Ms. Comonte or Mr. Koff, as applicable.

Upon such a termination, each of Mr. Garutti, Ms. Comonte and Mr. Koff is entitled to severance consisting of (a) continued base salary through (i) 18 months following the date of termination, in the case of Mr. Garutti, and (ii) the first anniversary of the date of termination, in the case of each of Ms. Comonte and Mr. Koff, (b) a prorated annual cash bonus for the year of termination based on actual individual and Company performance, and (c) reimbursement of COBRA premiums such that the cost of coverage is equal to the cost for then current employees for a period of up to (i) 18 months, in the case of Mr. Garutti, and (ii) 12 months, in the case of Ms. Comonte and Mr. Koff.

Upon such a termination, Mr. Garutti is entitled to accelerated vesting of a prorated portion of all of the annual equity awards that would have vested within 18 months following the date of termination absent such termination, and each of Ms. Comonte and Mr. Koff is entitled to accelerated vesting of a prorated portion of the annual equity award or, in the case of Ms. Comonte, the restricted stock unit award she was granted in connection with her new employment agreements, in any event, that would next vest following the date of termination, such amount to be based on the number of full fiscal months elapsed during the twelve month period between the previous vesting date or, if none, the award date, and the date of termination.

For purposes of the employment agreements, the Company will have “cause” to terminate each of Mr. Garutti’s, Ms. Comonte’s, or Mr. Koff’s employment upon (a) his or her willful misconduct, gross negligence or act of dishonesty with regard to the Company or any of its affiliates, which in either case, results in or could reasonably be expected to result in material harm to the Company or such affiliate, (b) his or her willful and continued failure to attempt to perform his or her duties with the Company or any of its affiliates (other than any such failure resulting from disability), which failure is not remedied within 30 days after receiving written notice thereof, (c) his or her conviction of (or his or her plea of guilty or nolo contendere to) any felony involving moral turpitude (other than traffic related offenses or as a result of vicarious liability), or (d) his or her material breach of any material provision of the employment agreement, which breach is not remedied within 10 days after receiving written notice thereof.

For purposes of the employment agreements, each of Mr. Garutti, Ms. Comonte and Mr. Koff will have “good reason” to terminate his or her employment after the occurrence, without his or her consent, of (a) any material adverse change in base salary, position, duties, responsibilities, authority, title or reporting obligations, or the assignment of duties that are materially inconsistent with his or her position, (b) a relocation of principal business location by more than (i) 25 miles, in the case of Mr. Garutti, and (ii) 50 miles, in the case of each of Ms. Comonte and Mr. Koff, from its then current location, or (c) any other material breach by the Company of the employment agreement or any other agreement with him or her. However, no termination for good reason will be effective unless (i) Mr. Garutti, Ms. Comonte or Mr. Koff, as applicable, provides the Company with at least 30 days prior written notice of his or her intent to resign for good reason (which notice must be provided within 60 days following the occurrence of the event(s) purported to constitute good reason); (ii) the Company has not remedied the alleged violation(s) within the 30-day period; and (iii) Mr. Garutti, Ms. Comonte or Mr. Koff’s resignation, as applicable, becomes effective no later than 30 days after the Company has either failed to cure such event or indicated that it will not cure such event.

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Restrictive Covenants

Pursuant to their respective employment agreements, Mr. Garutti, Ms. Comonte and Mr. Koff are subject to certain non-competition and non-solicitation restrictions during employment and for a (a) 18-month period, in the case of Mr. Garutti, and (b) 12-month period, in the case of each of Ms. Comonte and Mr. Koff, after termination of employment. During the restricted period, Mr. Garutti may not compete, directly or indirectly, with the Company in the business of developing, managing, and/or operating of (a) “better burger” restaurants, (ii) “quick service” or “fast food” restaurants with an emphasis on hamburgers, and (c) restaurants that derive 50% of more of their revenues from the sale of hamburgers, hot dogs, chicken, French fries, and/or frozen desserts. Each of Five-Guys and In-N-Out are included in the competitive restrictions described above. Each of Ms. Comonte and Mr. Koff may not compete, directly or indirectly, with the Company in the business of developing, managing, and/or operating of (a) “better burger” restaurants, (b) “quick service” or “fast food” restaurants with an emphasis on hamburgers, or (c) “fast casual” restaurants.

No severance payments or benefits described above shall be paid following the first date that any of Mr. Garutti, Ms. Comonte or Mr. Koff violates his or her restrictive covenants. However, if the employment of either of Ms. Comonte or Mr. Koff is terminated by the Company without cause or by either of Ms. Comonte or Mr. Koff for good reason, Ms. Comonte or Mr. Koff, as applicable, may compete in the “fast casual” restaurant business during the restricted period without violating his or her employment agreement but he or she will not receive any severance after the date he or she begins to compete in the “fast casual” restaurant business.

Other Benefits

Our NEOs, like our other employees, participate in health and welfare benefit plans, subject to satisfying eligibility requirements. We believe the benefits described above are necessary and appropriate to provide a competitive compensation package.

Health & Wellness

All of our full-time employees, including our NEOs, are eligible to participate in health and welfare plans maintained by the Company, including:

•

Medical, dental and vision benefits;

•

Medical care flexible spending accounts;

•

Short-term and long-term disability insurance;

•

Life insurance.

Our NEOs participate in these plans largely on the same basis as other eligible employees. Beginning in July 2018, Shake Shack attained individual long-term disability plans for each of the NEOs to provide for the same level of coverage provided to all other eligible participants in the group long-term disability plan.

Retirement Plan

The Company’s employees, including our NEOs, participate in the Company’s 401(k) retirement savings plan (the “401(k) plan”), subject to satisfying eligibility requirements. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. The Company does not currently match contributions made under the 401(k) plan by our NEOs and other highly compensated employees. We believe that providing a vehicle for tax deferred retirement savings through the 401(k) plan adds to the overall desirability of our executive compensation package.

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Limited Perquisites and Other Personal Benefits

We have not provided perquisites to our NEOs that are not generally available to other employees. From time to time, we may provide such benefits for recruitment or retention purposes.

Tax Considerations

Deductibility of Executive Compensation

The Company has not adopted a formal policy regarding tax deductibility of compensation but intends to continue to consider the deductibility of awards as one factor in determining the overall level of compensation and the mix of compensation among individual elements. The Compensation Committee also looks at other factors in making its decisions and will retain the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if in the future it determines that amounts awarded would not be deductible for tax purposes.

Accounting Considerations

The Compensation Committee recognizes accounting implications that may impact executive compensation. For example, we recognize expense related to salaries and performance-based cash compensation when earned in our financial statements. Also, GAAP accounting rules require us to record an expense in our financial statements for equity awards, even though equity awards are not paid as cash to employees and may not vest or be earned by such employees.

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K. Based on such review and discussions, our Compensation Committee recommended to our Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

This report has been furnished by the members of the Compensation Committee.

THE COMPENSATION COMMITTEE

Sumaiya Balbale, Chair
Anna Fieler
Jenna Lyons
Jonathan D. Sokoloff
Robert Vivian

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FISCAL 2020 COMPENSATION TABLES

Summary Compensation

The following table sets forth the total compensation that was paid to or earned by the NEOs for fiscal 2020, 2019 and 2018.

Named Executive Officer and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(4)		Total ($)
Randy Garutti Chief Executive Officer		2020		611,552		30,000		1,500,013				94,538				494,684		2,730,786
		2019		600,233				787,506		—		706,527		—		221,650		2,315,916
		2018		540,750		2,450,000		303,362		—		413,427		—		97,872		3,805,411
Tara Comonte President, Chief Financial Officer		2020		534,362		30,000		1,100,038		100,014		55,070				9,440		1,828,924
		2019		524,475		—		1,025,046		100,000		400,930		—		8,933		2,059,383
		2018		472,067		—		651,686		100,015		341,910		—		12,719		1,078,392
Zachary Koff Chief Operating Officer		2020		305,655		15,000		400,056				37,050				1,631		743,342
		2019		300,000		—		420,034		—		135,074		—		1,631		856,738
		2018		274,519		—		137,553		—		112,844		—		815		525,731

(1)

The amounts in this column represent a one-time discretionary, spot bonus awarded in fiscal 2020. The spot bonuses for each of Mr. Garutti, Ms. Comonte and Mr. Koff were $30,000, $30,000, and $15,000, respectively.

(2)

The amounts in this column represent the aggregate grant date fair value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to our Named Executive Officers in fiscal 2020, fiscal 2019 and fiscal 2018.The fair value of RSUs and PSUs is based on the market value of the Company’s Class A common stock on the date of grant computed in accordance with FASB ASC Topic 718. Amounts disclosed for PSUs granted are based upon the most probable outcome of performance conditions on the grant date, which are 100%, 110% and 101%, respectively for fiscal 2020, fiscal 2019 and fiscal 2018, of the performance stock units’ target performance goals. The fair value of PSUs granted in fiscal 2020 assuming achievement of the maximum performance level of 125% would have been $937,508, $375,018 and $250,036 for Mr. Garutti, Ms. Comonte and Mr. Koff, respectively. The fair value of PSUs granted in fiscal 2019 assuming achievement of the maximum performance level of 125% would have been $468,754, $312,524 and $250,020 for Mr. Garutti, Ms. Comonte and Mr. Koff, respectively. The fair value of PSUs granted in fiscal 2018 assuming achievement of the maximum performance level of 125% would have been $375,021, $187,468 and $170,046 for Mr. Garutti, Ms. Comonte and Mr. Koff, respectively.

(3)

The amounts in this column represent the aggregate grant date fair value of stock option awards granted, computed in accordance with FASB ASC Topic 718 utilizing the Black-Scholes option pricing model. The assumptions used in determining such amounts are described in Note 14 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2020.

(4)

For Mr. Garutti, this amount represents gross up and tax equalization payments of $482,338 and the $12,347 premium paid under our executive disability insurance plan in 2020, gross up and tax equalization payments of $210,615 and the $11,035 premium paid under our executive disability insurance plan in 2019, gross up payments of $93,272 and the $4,600 premium paid under our executive disability insurance plan in 2018; for Ms. Comonte, this amount represents the $9,440 premium paid under our executive disability insurance plan in 2020, this amount represents the $8,933 premium paid under our executive disability insurance plan in 2019, and represents the $4,112 premium paid under our executive disability insurance plan and gross up payments of $8,607 in 2018; for Mr. Koff, this amount represents the $1,631 premium paid under our executive disability insurance plan in 2020 and 2019, and the $815 premium paid under our executive disability insurance plan in 2018.

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Grants of Plan-Based Awards

The following table sets forth information with respect to plan-based awards made to our NEOs in fiscal 2020.

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards

Estimated Future Payouts
Under Equity
Incentive Plan Awards

All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units

All
Other
Option
Awards:
Number
of
Securities
Underlying
Options

Exercise
or Base
Price of
Option
Awards

Grant
Date Fair
Value of
Stock and
Option
Awards

Grant

Threshold

Target

Maximum

Threshold

Target

SEC Form DEF 14A filed by Shake Shack, Inc.