Shake Shack 2015 Annual Report Download - page 84

Table of Contents
The non-
employee director compensation policy (including the compensation described above) may be 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, in connection with this offering, we adopted a director stock ownership policy encouraging non-
employee directors to
hold shares of our Class A common stock with a value equal to at least one times the fair value of the director's annual equity award.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2014, the members of SSE Holdings' compensation committee were Mr. Flug, Mr. Vivian and Mr. Guillemin. No member of our compensation committee is or has been a
current or former officer or employee of Shake Shack or had any related person transaction involving Shake Shack. None of our executive officers served as a director or a member of a
compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of SSE Holdings'
compensation committee during fiscal 2014.
COMPENSATION COMMITTEE REPORT
The JOBS Act provides that, so long as a company qualifies as an "emerging growth company," it will be exempt from certain disclosure requirements of the Dodd-
Frank Act relating
to compensation of its executive officers and be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act.
Accordingly, we have not included such analyses or a report from our Compensation Committee.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
As of December 31, 2014, there was no public market for our common stock and there were no equity compensation plans approved by security holders under which our equity
securities were authorized for issuance.
The following table provides, as of March 20, 2015, equity compensation plan information for all plans under which equity securities are authorized for issuance.
Prior to the IPO, SSE Holdings maintained a phantom equity plan, which we call the Unit Appreciation Rights Plan (the " Plan
"). The UAR Plan was adopted in order to foster and
promote our long-
term success by helping attract and maintain a superior management team and to motivate superior performance by employees selected to participate in the UAR
Plan. Under the Plan, the Company may grant up to 31,303 unit appreciation rights (" UARs
") to employees. The UARs granted are subject to continued employment and are only
exercisable upon a qualifying transaction, which is either a change of control or an initial public offering, each as defined under the Plan. Upon the occurrence of a qualifying
transaction, each UAR entitles the holder to receive a payment from the Company with such payment determined by multiplying (i) the excess, if any, of the qualifying transaction
price over the base amount of the UAR, by (ii) the stated number of Class B units deemed covered by the UAR. Effective October 30, 2014, the Plan was amended to provide that the
payment to which UAR holders are entitled upon the occurrence of a qualifying transaction will be in the form of securities of the Company or one of its affiliates or such other form of
payment as we may determine in our sole discretion. As of December 31, 2014, there were 22,554 UARs outstanding. The Company's initial public offering constitutes a qualified
transaction under the Plan and 339,306 shares of Class A common stock were issued upon consummation of the IPO in settlement of the outstanding UARs.
83
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(#)
Weighted-average
exercise
price of
outstanding
options,
warrants and
rights
($)
Number of
securities remaining
available for
future
issuance
under equity
compensation
plans
(#)
Equity compensation plans approved by security holders
2,622,281
$
21.00
3,243,241
Equity compensation plans not approved by security holders
—
—
—
TOTAL
2,622,281
$
21.00
3,243,241