Shake Shack names ex-Domino’s CFO as director

The appointment is part of the fast-food giant’s agreement with Engaged Capital, LLC.

Shake Shack Inc. announced that it has entered a cooperation agreement with Engaged Capital, LLC. As part of the Cooperation Agreement, Shake Shack appointed Jeffrey D. Lawrence to its Board as an independent director, effective immediately. 

The Shake Shack will also work with Engaged Capital to identify an additional mutually agreed upon independent director to appoint to the Shake Shack Board with restaurant operations experience. Shake Shack said that it also agreed to take other actions that both the company and Engaged Capital believe are in the best interests of the company and its stockholders.

“We appreciate our constructive dialogue with Engaged Capital and believe the appointment of Jeff and another new director will benefit our Company and stockholders. We are executing our strategic plan and share Engaged Capital’s view that Shake Shack can drive additional profit growth. We look forward to continuing to increase stockholder value,” Randy Garutti, Shake Shack’s CEO said.

Lawrence, former CFO of Domino’s Pizza Inc., brings strong financial management, business operations, and transformation expertise from leading restaurant and consumer-facing companies. Whilst at Domino’s, he guided the company’s digital transformation and international expansion. Lawrence currently serves as CFO of technology company ShiftKey.

“Jeff is a seasoned leader in the restaurant industry, and we are excited to welcome him to the Board,” said Danny Meyer, Chairman of the Board. “It became clear that Jeff is an ideal addition to our Board after an extensive search that began in January 2023 led by the Nominating & Corporate Governance Committee of the Board. Given his expertise in scaled operations, digital and international expansion, as well as his strong financial leadership experience, we believe he will be able to make immediate and impactful contributions to Shake Shack. I am also pleased that we reached an agreement with Engaged Capital, one of our largest stockholders, that I believe will further our mutual goal of enhancing stockholder value.”

Pursuant to the Cooperation Agreement, Shake Shack has agreed to retain a consulting firm to support its ongoing operational initiatives to improve restaurant execution, cost structure and profitability, and Danny Meyer and certain of his affiliates have agreed to step down their director designation rights over time.

“We are pleased to have aligned with the Board on a constructive path forward to helping Shake Shack achieve its potential. Due to its strong brand, elevated product and uplifting guest experience, Shake Shack has a unique opportunity for substantial profitable growth. Jeff and an additional director with expertise successfully scaling profitable restaurant concepts will be tremendous additions to the Board as the company continues to improve the guest experience, Shack and company profitability and returns on capital,” commented Glenn W. Welling, Founder and Chief Investment Officer at Engaged Capital.

"I am honored to join the Board of such an outstanding global brand, a brand whose mission to Stand for Something Good resonates strongly with me. I have long admired Shake Shack and could not be more excited to partner with Danny, Randy and the rest of the team to continue to build real and sustainable value for all of our important stakeholders,” said Jeff Lawrence.

Engaged Capital has agreed to abide by certain customary standstill and voting commitments in connection with the Cooperation Agreement and will support the Board’s full slate of directors at the 2023 Annual Meeting of Stockholders. The agreement will be filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) as an exhibit to the Current Report on Form 8-K.