Pay Versus Performance

As required by Item 402(v) of Regulation

S-K,

the following tables set forth certain information concerning the compensation of our Principal Executive Officers (our former and current Chief Executive Officers, each a “PEO”) and the other named executive officers for 2022, 2021 and 2020 and our financial performance for each such fiscal year. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Compensation

Discussion and Analysis” above.



Year	Summary Compensation Table Total for PEO (Morrison) (1) ($)		Compensation Actually Paid to PEO (Morrison) ( 2) ($)			Summary Compensation Table Total for PEO (Skipworth) (1) ($)		Compensation Actually Paid to PEO (Skipworth) (2) ($)		Average Summary Compensation Table Total for non-PEO NEOs (3) ($)		Average Compensation Actually Paid to non-PEO NEOs (4) ($)		Value of Initial Fixed $100 Investment Based On:				Net Income ($) (Thousands)		Adjusted EBITDA (7) ($) (Thousands)
Year	Summary Compensation Table Total for PEO (Morrison) (1) ($)		Compensation Actually Paid to PEO (Morrison) ( 2) ($)					Compensation Actually Paid to PEO (Skipworth) (2) ($)				Average Compensation Actually Paid to non-PEO NEOs (4) ($)		Wingstop Total Shareholder Return (5) ($)		Peer Group Total Shareholder Return (6) ($)		Net Income ($) (Thousands)		Adjusted EBITDA (7) ($) (Thousands)

2022		2,862,540		(20,441,243	)		4,117,063		6,534,815		1,647,332		1,082,606		174.25		138.42		52,947		108,808

2021		5,042,788		14,978,630			—		—		1,771,817		2,693,223		210.16		156.90		42,658		88,393

2020		6,010,462		24,128,379			—		—		1,486,740		3,357,793		170.30		137.19		23,306		71,882

(1)

Reflects compensation amounts reported for our former PEO, Mr. Morrison, and our current PEO, Mr. Skipworth, in the Summary Compensation Table for the respective years shown. Mr. Morrison served as PEO until March 13, 2022, at which time Mr. Skipworth became PEO. Mr. Skipworth was a

non-PEO

named executive officer in each of 2021 and 2020.

(2)

Reflects the amount of “compensation actually paid,” as computed in accordance with SEC rules (“Compensation Actually Paid”), to Mr. Morrison in each of 2022, 2021 and 2020 and to Mr. Skipworth in 2022. The dollar amounts represent the Summary Compensation Table total value for the period shown, as adjusted for equity awards as set forth in the reconciliation table below. The Company does not have a pension plan, so no pension adjustments were made. For awards with dividend rights, these amounts are accumulated and paid at vesting and are incorporated as applicable in the table below. The dollar amounts reflected do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For Mr. Morrison, amounts for 2022 include the forfeiture of outstanding stock awards upon Mr. Morrison’s departure from the Company.



Year	Mr. Skipworth			Mr. Morrison
Year	2022 ($)			2022 ($)			2021 ($)			2020 ($)

Summary Compensation Table Total		4,117,063			2,862,540			5,042,788			6,010,462

Deduction of Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year Reported in Summary Compensation Table		(2,022,595	)		(2,607,861	)		(2,581,291	)		(2,412,456	)

Addition of Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year		4,739,790			—			5,535,111			8,321,616

Addition of Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		(89,211	)		—			4,477,861			11,920,082

Addition of Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		—			—			—			—

Addition of Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		(210,232	)		(1,016,675	)		2,504,160			288,675

Subtraction of Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		—			(19,679,247	)		—			—

Compensation Actually Paid		6,534,815			(20,441,243	)		14,978,630			24,128,379

Equity Valuations: The unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. For the change in fair value of stock options, we used the Black-Scholes option pricing model with corresponding assumptions (risk-free int

ere

st rate, dividend yield, expected volatility factor, and expected option life) determined as of the applicable measuring date.

(3)	Reflects compensation amounts reported for our named executive officers, other th a n the PEO, in the Summary Compensation Table for 2022, 2021 and 2020. The other named executive officers in each of 2022, 2021 and 2020 were as follows:

•

2022: Messrs. Kaleida, Upshaw, and McGrath and Mses. Carona and Peterson

•

2021: Messrs. Skipworth, Kaleida, Upshaw, and Boudet and Ms. Peterson

•

2020: Messrs. Skipworth, Sadarangani, and Jobe and Ms. Peterson

(4)

Reflects the amount of Compensation Actually Paid to the other named executive officers in each of 2022, 2021 and 2020. The dollar amounts represent the average of the Summary Compensation Table total value for the other named executive officers for the period shown, as adjusted for equity awards as set forth in the reconciliation table below, using the same equity valuation methodologies described above in Note 2. The Company does not have a pension plan, so no pension adjustments were made. For awards with dividend rights, these amounts are accumulated and paid at vesting and are incorporated as applicable in the table below. The dollar amounts reflected do not reflect the actual amount of compensation earned by or paid to our

non-PEO

named executive officers during the applicable year.



Year	2022 ($)			2021 ($)			2020 ($)

Summary Compensation Table Total		1,647,332			1,771,817			1,486,740

Deduction of Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year Reported in Summary Compensation Table		(854,044	)		(882,259	)		(524,359)

Addition of Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year		896,242			1,248,249			1,335,491

Addition of Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		(17,466	)		351,020			1,011,930

Addition of Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		—			—			—

Addition of Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		(108,192	)		204,396			47,992

Subtraction of Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		(481,265	)		—			—

Compensation Actually Paid		1,082,606			2,693,223			3,357,793

(5)

Total Shareholder Return (TSR) is cumulative for the measurement periods beginning on December 27, 2019 and ending on December 26, 2020, December 25, 2021 and December 31, 2022, respectively (which are the Company’s fiscal year ends for each of the respective fiscal years), calculated in accordance with Item 201(e) of Regulation

S-K.

(6)	The Peer Group represents the S&P 400 Restaurants Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K.

(7)

We determined Adjusted EBITDA to be the “company-selected measure”. Adjusted EBITDA is a

non-GAAP

measure. See note 3 in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators” in our Form

10-K

filed on February 22, 2023 for a reconciliation of Adjusted EBITDA, a

non-GAAP

financial measure, to net income as reported under GAAP.

Named Executive Officers, Footnote [Text Block]

(3)	Reflects compensation amounts reported for our named executive officers, other th a n the PEO, in the Summary Compensation Table for 2022, 2021 and 2020. The other named executive officers in each of 2022, 2021 and 2020 were as follows:

•

2022: Messrs. Kaleida, Upshaw, and McGrath and Mses. Carona and Peterson

•

2021: Messrs. Skipworth, Kaleida, Upshaw, and Boudet and Ms. Peterson

•

2020: Messrs. Skipworth, Sadarangani, and Jobe and Ms. Peterson

Adjustment To PEO Compensation, Footnote [Text Block]

(2)

Reflects the amount of “compensation actually paid,” as computed in accordance with SEC rules (“Compensation Actually Paid”), to Mr. Morrison in each of 2022, 2021 and 2020 and to Mr. Skipworth in 2022. The dollar amounts represent the Summary Compensation Table total value for the period shown, as adjusted for equity awards as set forth in the reconciliation table below. The Company does not have a pension plan, so no pension adjustments were made. For awards with dividend rights, these amounts are accumulated and paid at vesting and are incorporated as applicable in the table below. The dollar amounts reflected do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For Mr. Morrison, amounts for 2022 include the forfeiture of outstanding stock awards upon Mr. Morrison’s departure from the Company.



Year	Mr. Skipworth			Mr. Morrison
Year	2022 ($)			2022 ($)			2021 ($)			2020 ($)

Summary Compensation Table Total		4,117,063			2,862,540			5,042,788			6,010,462

Deduction of Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year Reported in Summary Compensation Table		(2,022,595	)		(2,607,861	)		(2,581,291	)		(2,412,456	)

Addition of Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year		4,739,790			—			5,535,111			8,321,616

Addition of Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		(89,211	)		—			4,477,861			11,920,082

Addition of Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		—			—			—			—

Addition of Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		(210,232	)		(1,016,675	)		2,504,160			288,675

Subtraction of Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		—			(19,679,247	)		—			—

Compensation Actually Paid		6,534,815			(20,441,243	)		14,978,630			24,128,379

EXECUTIVE COMPENSATION

Equity Valuations: The unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. For the change in fair value of stock options, we used the Black-Scholes option pricing model with corresponding assumptions (risk-free int

ere

st rate, dividend yield, expected volatility factor, and expected option life) determined as of the applicable measuring date.