Sally Smith Buffalo Wild Wings Inc.

President, CEO

Total compensation: $3,393,662 for the year ended Dec. 31, 2016

Salary: $875,000

Nonequity incentive pay: $374,605

Other compensation: $183,064

Exercised stock options: $230,952

Value realized on vesting shares: $1,730,041

New stock options: 11,476

Total 2016 shareholder return: -3.3 percent

Note: Golden Valley-based Buffalo Wild Wings has been in a monthslong proxy battle with activist shareholder Marcato Capital. The two sides have been filing a series of proxies and amended proxies describing the merits of their arguments for the best strategic direction of the casual restaurant company. The two sides are headed for a showdown at the company’s annual meeting, the date of which has not yet been set but is expected to be in the next several weeks.

San Francisco-based Marcato has been arguing that Buffalo Wild Wings should adopt an “asset-light” approach to its business model and sell many of its corporate-owned restaurants to franchisees, but compensation and executives’ stock holdings have been key ingredients in their arguments as well.

In a preliminary proxy filed at the end of March, Buffalo Wild Wings disclosed executive compensation and explained more about its executive pay program than in years past. It noted several items used to evaluate executive compensation, each showing Smith’s 2016 compensation declined from her 2015 compensation.

The summary compensation table required by the Securities and Exchange Commission shows Smith’s total compensation, including the grant date present value of long-term equity awards, as declining 8.4 percent. The company notes her “total realized compensation” — which includes the value of performance-based restricted stock that vested last year but not the gain from option exercises — went down 54 percent compared to the same figure a year ago.

The Star Tribune includes the gains from previously issued stock options that were exercised last year. Under that measure, her total compensation decreased 67 percent from the previous year’s $10.4 million.

Patrick Kennedy