Warren Mack, a business attorney since 1969, says it’s easy for public companies to comply on paper with the good governance standards mandated by the Sarbanes-Oxley Act of 2002. The real question, says Mack, a partner in the Minneapolis firm Fredrickson & Byron, P.A., “is when you adopt all the good-governance documents, do you just put them in a drawer, or do you actually implement good governance?”
To do that, he adds, “you really need to create a culture of absolute honesty, of transparency, and of sharing everything that’s important with the board and management. Those attributes need to permeate the whole management team, and the management team needs to make sure that the culture finds its way into every corner of the organization.”
Mack helps make sure that’s the case at Buffalo Wild Wings. He’s an investor in the St. Louis Park–based restaurant chain and has been a board member since 1994. He credits President and CEO Sally Smith, whom he helped recruit in 1994, with embracing good public-company governance practices before the company went public. “In fairness, you’ve got to give 10 percent of the credit to a board that appreciates that kind of culture, which encourages management to do it, and which does it itself,” Mack says.
Smith notes that when she and Mack joined Buffalo Wild Wings a dozen years back, it was roughly a $10-million-a-year business with about 35 restaurants. The chain now has more than 400 locations in 36 states. In the interim, it evolved from a small, founder-led business to a fast-growing, publicly traded one. In December 1999, Buffalo Wild Wings raised $8.5 million from three private-equity funds; it went public in November 2003 (Nasdaq: BWLD). “It was great to have Warren’s counsel through all that,” Smith says.
She also credits Mack with helping the firm execute an innovative plan that aligns executive compensation with that of the company’s shareholders. Since 2004, roughly half of the executives’ cash compensation is paid through incentive stock grants, which vest over a three-year period, but only if Buffalo Wild Wings hits its performance targets.
Smith says that Mack also is adept at dissecting key issues, enabling the board to examine many options, and their likely outcomes, before unanimously selecting the desired path: “He has this uncanny ability of being able to walk an individual or a group through a whole set of circumstances, so you can look at every aspect of whatever issue you might be exploring.”
Mack, a University of Chicago Law School graduate, has worked his entire professional career at Fredrickson & Byron. In 2004, he wrapped up a five-year stint as the firm’s chairman. He currently serves on several private-company and nonprofit boards. “You have to take the time and do the work right,” Mack says. “Otherwise, you shouldn’t do it.”
