Shake Shack 2015 Annual Report Download - page 83

Table of Contents
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table summarizes the number of Class B Units and unit appreciation rights underlying outstanding equity incentive plan awards for our named executive officers as of
December 31, 2014.
DIRECTOR COMPENSATION
Members of the SSE Holdings board of directors have not historically received compensation for their services as board members.
None of our directors received compensation as a
director during fiscal 2014.
In connection with the IPO, we approved and implemented a compensation policy that, effective upon the closing of the IPO, became applicable to all of our non-
employee directors.
Under the compensation policy, no non-
employee director is entitled to a cash retainer or other cash compensation inconsideration for his service on our Board of Directors or a
committee thereof. Each non-employee director is, however, be entitled to certain equity-based compensation as described below.
On the date the shares subject to the IPO were priced, each non-
employee director who, as of such date, was serving on our Board of Directors and was expected to continue his or her
service following the IPO was granted (a) an option to purchase shares of our Class A common stock with a grant date fair value of $50,000 (or, if such director is unaffiliated with any
significant stockholder of the Company, $75,000) and (b) to the extent such director is (i) unaffiliated with any significant stockholder of the Company and (ii) the chairman of any
committee of our Board of Directors, an additional option to purchase shares of our Class A common stock with a fair value of $10,000 with respect to each such chairmanship.
Commencing with fiscal 2016, each non-
employee director will be entitled to an annual option grant which shall consist of the following: (a) an option to purchase shares of our
Class A common stock with a grant date fair value of $50,000 (or, if such director is unaffiliated with any significant stockholder of the Company, $75,000) and (b) to the extent such
director is (i) unaffiliated with any significant stockholder of the Company and (ii) the chairman of any committee of our Board of Directors, an additional option to purchase shares of
our Class A common stock with a fair value of $10,000 with respect to each such chairmanship.
The terms of each award described above will be set forth in a written award agreement between the applicable non-
employee director and us, which will generally provide for vesting
after one year of continued service as a director subject to acceleration upon a change of control.
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Unit Appreciation Rights Class B Unit Awards
Number of
Class B Units
Underlying
Unit
Appreciation
Rights
(#)
Number of
Class B Units
Underlying
Unit
Appreciation
Rights
(#)
Unit
Appreciation
Right
Base
Amount
($)
Unit
Appreciation
Right
Expiration
Date
Number of
Class B Units
That Have Not
Vested
(#)
Market
Value of
Class B
Units
That Have
Not Vested
($)
Name Vested Unvested
Randy Garutti — — — — —
(1)
—
Jeff Uttz —
— — —
7,227
(2)
$
3,179,200
(3)
Peggy Rubenzer —
525
(4)
$
237.04
3/3/2024
— —
—
626
(4)
$
122.99
2/1/2022
— —
—
350
(4)
$
183.00
2/11/2023
— —
(1)
As of December 31, 2014, Mr. Garutti held 31,303 Class B units and 4,277 membership interests in SSE Holdings, all of which were vested.
(2)
Mr. Uttz was granted 9,034 restricted Class B units on August 22, 2013. As of December 31, 2014, 80% of the restricted Class B units held by Mr. Uttz were unvested. Subject to Mr. Uttz's continued
employment, all of his unvested restricted Class B units were eligible, as of December 31, 2014, to vest ratably over the next four years, subject to acceleration upon a change in control or an initial
public offering (including the IPO). In connection with IPO, the restricted Class B units became fully vested and were exchanged for LLC Interests.
(3) There is no public market for our Class B units. Third-
party financial institutions valued the Class B units in connection with this offering. The amount reported above under the heading "Market
Value of Class B Units That Have Not Vested" reflects the intrinsic value of the Class B units according to such valuation. In connection with the IPO, the Class B units became fully vested and were
exchanged for LLC Interests.
(4)
Ms. Rubenzer was granted 626 unit appreciation rights on February 1, 2012, 350 unit appreciation rights on February 11, 2013 and 525 unit appreciation rights on March 3, 2014. As of December 31,
2014, all unit appreciation rights held by Ms. Rubenzer were unvested. Subject to Ms. Rubenzer's continued employment, Ms. Rubenzer was, as of December 31, 2014, eligible to receive payment in
respect of her unit appreciation rights upon a change in control or an initial public offering (including the IPO). In connection with the IPO, Ms. Rubenzer received shares of Class A common stock in
settlement of her outstanding unit appreciation rights.