Business: Shake Shack owns, operates and licenses Shake Shack restaurants, which offer hamburgers, chicken, hot dogs, crinkle-cut fries, shakes, frozen custard, beer, wine and other products. The company was originally founded in 2001 by Danny Meyer’s Union Square Hospitality Group. The company has owned restaurants in every region of the U.S. and licensed locations across the Middle East, Asia and the United Kingdom.

Stock Market Value: $2.76B ($65.40 per share)

Percentage Ownership: 6.6%

Average Cost: n/a

Activist Commentary: Engaged Capital was founded by Glenn W. Welling, a former principal and managing director at Relational Investors. Engaged is an experienced and successful small cap investor and makes investments with a two-to-five-year investment horizon. Its style is holding management and boards accountable behind closed doors.

Shake Shack entered a cooperation agreement with Engaged. As part of that agreement, the restaurant chain appointed Jeffrey D. Lawrence, former CFO of Domino’s Pizza, to its board and agreed to work with Engaged to identify an additional mutually agreed upon independent director to appoint to the Shake Shack board with restaurant operations experience.

Shake Shack is an iconic fast-casual restaurant founded by a culinary visionary, Danny Meyer. Through Union Square Hospitality Group, Meyer founded and operated some of the most critically acclaimed gourmet restaurants in the world for many years. Over the past 20 years, he and his team have developed one of the greatest casual hamburger chain restaurants in the country, Shake Shack. They took Shake Shack public in 2015 with 63 restaurants and have expanded to 436 restaurants in eight years.

Much of the senior management team came from Union Square Hospitality Group and the fine dining industry. Perhaps most notably the CEO, Randy Garutti, has a long history working with Meyer and was the general manager at Union Square Café and Tabla in New York City. The problem is that the same skillset required to create a brand and run upscale, gourmet restaurants is not the same skillset needed to operate and scale a quick-service restaurant. In fact, some might say it is a completely opposite skillset. Accordingly, restaurant margins at Shake Shack have declined by 790 basis points since 2018 and corporate return on capital has gone from greater than 30% to less than zero today. As a public company, Shake Shack has significantly underperformed both the market and its peers.

The good news is that the hard part – creating an iconic brand – has already been done. Not many people can do that. The easy part – scaling an already strong and growing brand – has been done by innumerable people, many of whom are available to do it again. This means getting a board that is focused on putting together a management team with experience operating and expanding quick-service or fast-casual restaurants and holding that team accountable if they do not succeed.

To that end, Engaged announced that it had identified three new director candidates and was pushing for the company to retain an operational consulting firm. One of these candidates, Kevin Reddy, has extensive experience operating and growing restaurant chains like Chipotle. Another candidate is a co-founder of Engaged, and the other is an experienced advisor and consultant. Because the board is staggered, only four of 11 directors are up for election this year. That is only the tip of the iceberg of the challenges Engaged faces in this campaign as this is as bad of a corporate governance structure as we have seen in a public company.

Meyer controls just under 9% of the company’s shares, but he holds special rights over corporate actions that far exceed his economic ownership, including (i) the ability to appoint five directors; (ii) the ability to designate 50% of the members of each committee of the board; (iii) hiring or firing the CEO; and (iv) increasing or decreasing the size of the board. In other words, this is Meyer’s company and only he can make significant changes.

As a result, this is a crusade of persuasion for Engaged. Engaged had an opportunity to go to a proxy fight and have the shareholders replace three incumbent directors, including the CEO, with new directors. While this would not have given Engaged or the new board the power to overrule anything Meyer and his incumbent directors wanted, it would have sent a strong message to them that the shareholders expected change. Instead, Engaged settled for one director who was not even one of the three they proposed and a second to be agreed upon, which also will not likely be one of the three the firm proposed.

This is a definite victory for the company as there is very little one director could do on a board like this. It allows Engaged to claim a win, but the firm is still reliant on Meyer’s decisions, and it lost a valuable opportunity to send a message to management. This effectively changes nothing and gives Engaged no more power to institute the changes it so astutely identified to create shareholder value. Identifying the problems is one thing and having a path to fix them is entirely different. The path here is completely controlled by management.

Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments.

When Darius Livingston graduated from the University of California, Davis, two years ago, he knew his football career was over. Like most of his former teammates — and the majority of college athletes — he wasn’t going pro.

Instead, Livingston went into commercial real estate, thanks to lessons he learned from a paid internship program that teaches young students of color the fundamentals of finance, with a particular focus on real estate investing.

The program, Project Destined, is a nonprofit founded by former Carlyle Group principal Cedric Bobo.

Bobo made a name for himself in real estate investing and then decided to pay it forward. He launched the finance program in 2016 primarily for high school students. Then he broadened it to colleges, seeing the opportunity for both internships and jobs before and after graduation.

Eager to diversify their workforces, some of the largest real estate development, finance and management firms have signed on to fund the internships and mentor the students. That includes names like Boston Properties, Greystar, Brookfield, CBRE, Equity Residential, Fifth Wall, JLL, Skanska, Vornado and Walker & Dunlop.

The program has trained more than 5,000 participants from over 350 universities worldwide and has partnered with over 250 real estate firms.

And now, it’s gearing some of its efforts specifically toward Black student-athletes.

After doing a pilot program recently with student-athletes from UC Davis, Bobo has announced a partnership with the Black Student-Athlete Summit, a professional and academic support organization, to offer paid, virtual internships to 100 student-athletes from nine Division I schools. It includes 25 hours of training.

“Program participants will also join executives to evaluate real-time commercial real estate transactions in their community and compete in pitch competitions to senior industry leaders,” according to a release announcing the partnership. “The internship includes opportunities for scholarships and networking.”

Livingston went through the UC Davis pilot in his last semester of college, then got internships with Eastdil and Eden Housing. He is now an acquisitions and development associate at Catalyst Housing Group, a California-based real estate development firm and a financial backer of the new partnership.

“I think, for me, it was really a realization that I probably won’t be a first-round draft pick, and that’s OK,” explained Livingston. “It’s really being exposed to other opportunities. That’s why I’m so blessed to have Project Destined come along and expose me to the commercial real estate industry and the mindset that I deserve to be an owner in the communities that I live in.”

That right of ownership has long been Bobo’s mantra and was the crux of his pitch as he announced the new arm of his program to hundreds of students at the Black Student-Athletes Summit at USC. He wants them to understand that they can create change in their own neighborhoods by owning and managing real estate. More important, he wants them to know that ownership is possible.

“Our program is not just about how we see you all,” Bobo said of the real estate executives who were on hand for the announcement. “It’s how you see yourselves.”

While the graduation rate for Black student-athletes is improving slowly, a lot of students who were showered with resources in school find themselves struggling once they finish their athletic endeavors and get out in the workforce.

“A lot of these kids may think they’re a first-round draft pick, and that is a percent of a percent of a percent of a percent, so it’s really being real with yourself and knowing that you deserve much more than what you’re simply exposed to, and that’s just sports,” Livingston said.

Financial support for the program comes from real estate firms including BGO, Brookfield, Catalyst Housing Group, Dune Real Estate Partners, Jemcor Development Partners, Landspire Group, Marcus & Millichap, Virtu Investments and The Vistria Group, among others.

“The expansion of this platform is a natural evolution of this collective effort and will provide tangible pathways for thousands of Black student-athletes to pursue future careers in commercial real estate,” said Jordan Moss, who is also a former student-athlete at UC Davis and the founder and CEO of Catalyst.

Project Destined also has been working with the NBA and the WNBA to give professional athletes more options after they’re finished with their athletic careers.

Livingston said he thinks athletes make the best employees.

“We play to win,” he explained. “It’s the competitive nature. We want to outwork our opportunities.”