Business Context and Reporting Period
This Form 8-K filing by Shake Shack Inc. (SHAK) is dated May 6, 2026. The report discloses the appointment of Michelle Hook as the company's new Chief Financial Officer, effective May 11, 2026. Ms. Hook will report to CEO Robert Lynch.
Key Financial Metrics
This filing does not contain operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
Material Changes
The primary material change is the leadership transition in the finance function. Ms. Hook replaces the previous CFO (name not specified in this text). Her background includes serving as CFO of Portillo's Inc. since December 2020 and over 17 years at Domino's Pizza, Inc.
Compensation, Outlook, and Risks
Compensation Package
- Base Salary: $625,000 annually, subject to review.
- Annual Bonus: Target of 100% of base salary, with a maximum opportunity of 200% based on performance goals. Fiscal 2026 bonus is pro-rated.
- Equity Awards:
- Signing Award: Restricted Stock Units (RSUs) with a grant date fair value of $1,200,000, vesting in three equal annual installments starting July 15, 2026.
- Annual Award: Commencing in fiscal 2027, a minimum grant date fair value targeted at $900,000.
- Signing Cash: $300,000, subject to repayment if terminated for Cause or resignation without Good Reason within 12 months.
- Relocation: Reimbursement up to $50,000.
Severance and Termination
In the event of termination without Cause or resignation for Good Reason, Ms. Hook is entitled to:
- 12 months of continued base salary.
- A pro-rated portion of the annual cash bonus for the year of termination.
- Reimbursement of COBRA premiums for up to 12 months.
The agreement includes a 12-month non-competition and non-solicitation restriction following termination.
Risks and Contingencies
The filing notes that the signing cash award is subject to repayment under specific termination conditions. No other material risks or contingencies are disclosed in this specific report.
Investor Verification Checklist
- Verify the identity and departure date of the outgoing CFO to understand the transition timeline.
- Review the attached Employment Agreement (Exhibit 10.1) for specific definitions of "Cause" and "Good Reason."
- Confirm the exact number of shares included in the $1,200,000 signing equity award based on the stock price on July 15, 2026.
- Monitor future filings for the pro-rated bonus calculation for fiscal 2026.