DEF 14A of Cheesecake Factory Inc, Apr 20, 2023

DEF 14A of Cheesecake Factory Inc

Filed Apr 20, 2023 · FY20220001104659-23-047769

Open on EDGAR

  1. PROPOSAL ONE Election of Directors

    PROPOSAL ONE Election of Directors General. Our Bylaws provide for a board of directors consisting of no less than five and no more than thirteen members. The exact number within this range is determined by resolution of the Board. The Board currently has set the number of directors at ten. Nominees. Our Director nominees exhibit diverse backgrounds, experience, skills, tenure and perspectives that uniquely contribute to the success of our business. BOARD DIVERSITY MATRIX The Corporate Governance and Nominating Committee of the Board (“Governance Committee”) recommended the nomination, which the Board approved, of the following individuals for election to the Board for a term that will expire at the 2024 annual meeting of stockholders or until their respective successors shall be elected and duly qualified: Edie A. Ames; Alexander L. Cappello; Khanh Collins; Adam S. Gordon, Jerome I. Kransdorf; Janice L. Meyer; Laurence B. Mindel; David Overton; David B. Pittaway; and Herbert Simon. All nominees are current directors of the Company. For biographical information regarding the director nominees, please see the section entitled “Our Board of Director Nominees” in this Proxy Statement. Unless a stockholder specifies otherwise, the shares represented by each returned proxy will be voted FOR the election of Mses. Edie A. Ames, Khanh Collins and Janice L. Meyer, and Messrs. Alexander L. Cappello, Adam S. Gordon, Jerome I. Kransdorf, Laurence B. Mindel, David Overton, David B. Pittaway and Herbert Simon. In the event any of the nominees becomes unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote the proxies for any substitute nominee designated by the Board to fill the vacancy. Required Vote. Our Bylaws provide that, in the election of directors, nominees shall be elected by a plurality of the votes cast by the holders of shares present in person (including via the virtual platform) or represented by proxy at the Annual Meeting; provided that each nominee must agree that, if elected, he or she will submit an irrevocable resignation for consideration by the Board that will be effective upon (i) such director’s failure to receive a majority of votes cast in any uncontested election at which he or she is subject to reelection, and (ii) acceptance of that resignation by the Board. Each of the nominees included in this proposal has so agreed. An uncontested election (such as the election held at this Annual Meeting) means that the number of nominees for director does not exceed the number of directors to be elected at that meeting. A majority of votes cast means that the number of shares cast “FOR” a nominee’s election exceeds the number of votes cast “AGAINST” that nominee. Abstentions and broker non-votes are not considered votes cast and, therefore, will have no effect on the outcome of the vote. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EDIE A. AMES, ALEXANDER L. CAPPELLO, KHANH COLLINS, ADAM S. GORDON, JEROME I. KRANSDORF, LAURENCE B. MINDEL, JANICE L. MEYER, DAVID OVERTON, DAVID B. PITTAWAY AND HERBERT SIMON TO THE BOARD.

  2. Our Board of Director Nominees

    Our Board of Director Nominees The Governance Committee recommended, and our Board nominated, ten of our current directors for re-election at the Annual Meeting to serve a one-year term expiring at the 2024 annual meeting of stockholders or until their respective successors shall be elected and qualified. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the ten nominees named in Proposal 1 to this Proxy Statement.

  3. Our Board of Director Nominees

    | David Overton Director Since: 1992 | Background: Mr. Overton, age 76, has served as our Chairman of the Board and Chief Executive Officer since our incorporation in 1992. He co-founded the Company with his parents, Evelyn and Oscar Overton. Mr. Overton created the namesake concept and opened the first The Cheesecake Factory restaurant in 1978 in Beverly Hills, California. He has grown The Cheesecake Factory® into an international brand and created three other concepts, Grand Lux Cafe®, RockSugar Southeast Asian Kitchen® and Social Monk Asian Kitchen®. Under Mr. Overton’s leadership, the Company acquired FRC, including the North Italia® brand. Among Mr. Overton’s many professional honors, he has received the Elliott Group’s Legacy Award, recognizing excellence in leadership, lifetime achievement, and contributions of outstanding significance; the International Foodservice Manufacturers Association “Silver Plate Award,” recognizing the most outstanding and innovative talent in foodservice operations; the “Executive of the Year Award” from Restaurants & Institutions Magazine; the “MenuMasters Hall of Fame Award” and “Golden Chain Award” from Nation’s Restaurant News, for his outstanding contributions to menu design and foodservice research and development; the “Entrepreneur of the Year” in the Food Services category for the Los Angeles region by Ernst & Young, for his demonstrated excellence and extraordinary success in innovation, performance and personal commitment to The Cheesecake Factory and the communities our restaurants serve; and the “Leadership Roundtable-Industry Leadership Award.” Mr. Overton is also one of the founding members and directors of The Cheesecake Factory Oscar and Evelyn Overton Charitable Foundation, a 501(c)(3) qualified, non-profit charitable organization which raises funds for a variety of causes and connects our approximately 47,500 staff members to perform charitable work in their communities. Qualifications: When evaluating Mr. Overton’s qualifications for continuation of his Board service, the Governance Committee and the Board considered Mr. Overton’s essential leadership role with us, his unique perspective and understanding of our mission, vision and values, the extent and depth of his knowledge and experience related to us and our concepts and the importance of Mr. Overton’s strategic vision. | | Edie A. Ames Director Since: 2016 | Background: Ms. Ames, age 56, brings over 35 years of restaurant industry experience across the casual dining, fast casual and fine dining segments. Ms. Ames currently serves as CEO of Tastes on the Fly Airport Restaurant Group, a San Francisco based company. Previously, she held numerous leadership roles, including Chief Executive Officer of The Pie Hole, a Los Angeles based fast casual dining restaurant, President of The Counter and BUILT® Custom Burgers, Executive Vice President of Wolfgang Puck Catering, Chief Operating Officer of both Real Mex Restaurants and Del Frisco’s Restaurant Group, and President of Morton’s Restaurant Group. Earlier in her career she spent 11 years at California Pizza Kitchen, Inc. where she held positions of increasing responsibility. Qualifications: When evaluating Ms. Ames’ qualifications for Board service, the Governance Committee and the Board considered Ms. Ames’ more than 35 years of restaurant industry experience, including operational experience, domestic and international licensing and franchise experience, numerous leadership roles with a variety of |

  4. Our Board of Director Nominees

    | | restaurant concepts across the casual dining, fast casual and fine dining segments, her service as a member of our Compensation Committee and her current status as an “independent director” under Nasdaq rules. | | Alexander L Cappello Director Since: 2008 | Background: Mr. Cappello, age 67, has led several public and private companies over the past 48 years, including Cappello Global, LLC, a global investment bank, whose principals have transacted business in over 50 countries. He is also lead director of Virco Manufacturing Corporation (Nasdaq), Nano Financial Holdings, The Agnew Companies and Caldera Medical Corp, and an advisor to the board of Gusmer Enterprises. Mr. Cappello is a director of RAND Corporation’s Center for Middle East Public Policy, the Center for Global Risk and Security, and the RAND-Russia Forum. Mr. Cappello is a former Chairman of Intelligent Energy, PLC (London), Inter-Tel (Nasdaq), and Geothermal Resources Intl. (AMEX), and a former director of California Republic Bank. Qualifications: When evaluating Mr. Cappello’s qualifications for continuation of his Board service, the Governance Committee and the Board considered Mr. Cappello’s extensive executive management and financial background, international business experience, international management and marketing experience, experience with alternative energy sources, prior service as Lead Director of our Company, service as the Chair of our Compensation Committee and member of our Audit Committee, designation by our Board as an “audit committee financial expert,” former service on the boards of other public companies, including another restaurant company, corporate governance expertise and his current status as an “independent director” under Nasdaq rules. | | Khanh Collins Director Since: 2021 | Background: Ms. Collins, age 59, brings over 32 years of restaurant industry experience in fine casual, full service casual and fine dining. Ms. Collins currently serves as Chief Operating Officer of the Sustainable Restaurant Group which currently includes two brands, Bamboo Sushi and Sizzle Pie. Previously, Ms. Collins was Senior Vice President, Retail Food Group for Thompson Hospitality, which is the largest minority-owned food service management company in the United States, based out of Reston, Virginia and has held other leadership positions including Vice President of U.S. Operations and Global Training for the ONE Group/STK, Chief Operating Officer and Senior Vice President of Bravo Brio Restaurant Group as well as various roles at McCormick and Schmick Seafood Restaurants. Qualifications: When evaluating Ms. Collins’ qualification for Board service, the Governance Committee and the Board considered Ms. Collins’ more than 32 years’ experience in the restaurant industry, expertise in human capital management, her service as a member of our Governance Committee and her current status as an “independent director” under Nasdaq rules. | | Adam S. Gordon Director Since: 2022 | Background: Mr. Gordon, age 56, currently serves as a managing director of Gordon Property Group, a real estate management and development company. In this role, he is in charge of marketing and strategic relationships for commercial buildings and other properties. Mr. Gordon also serves as President of ASG Global Entertainment, a production and marketing company he founded. Prior to establishing ASG Global Entertainment, Mr. Gordon held various roles of increasing responsibility with Sony Pictures International, most recently as Executive Director of Publicity, leading publicity and awards campaigns. |

  5. Our Board of Director Nominees

    | | Qualifications: When evaluating Mr. Gordon’s qualifications for Board service, the Governance Committee and the Board considered his extensive background in global marketing and promotions, his deep experience in the entertainment industry and his current status as an “independent director” under Nasdaq rules. | | Jerome L. Kransdorf Director Since: 1997 | Background: Mr. Kransdorf, age 84, has extensive investment management experience. Mr. Kransdorf retired in 2014 as President of JaK Direct, a division of Muriel Siebert & Co., Inc. where he worked from 2001 to 2014. From 1997 to 2001, Mr. Kransdorf served as Senior Vice President of J. & W. Seligman & Co. Incorporated, an investment advisory firm. From 1959 to 1997, he was employed in investment and senior management positions at Wertheim & Co. and its successor companies. Mr. Kransdorf serves as our Lead Director. Qualifications: When evaluating Mr. Kransdorf’s qualifications for continuation of his Board service, the Governance Committee and the Board considered Mr. Kransdorf’s extensive investment management experience, his depth of knowledge and experience specific to us, his current service as Lead Director, Chair of the Governance Committee and member of the Compensation Committee and his current status as an “independent director” under Nasdaq rules. | | Janice L. Meyer Director Since: 2020 | Background: Ms. Meyer, age 63, brings over 28 years of restaurant investment experience. She is currently Co-Founder and Managing Partner of Rellevant Partners, a private equity firm. Prior to founding Rellevant, Ms. Meyer was a Managing Director and Senior Restaurant Analyst in the Equity Research Department of Donaldson Lufkin & Jenrette, which was acquired by Credit Suisse Group AG (NYSE) in 2000. She was also a Managing Director in the investment banking division of Morgan Stanley (NYSE). She was formerly a Director of Chopt Creative Salad Co. (now known as Founders Table Restaurant Group), a fast casual restaurant group, and is currently a Director of Tillster, Inc., a food ordering and delivery technology company, and a Director of Rasa Worldwide, Inc, a company specializing in fast-casual Indian food. She is also a trustee of the Windward School in New York. Qualifications: When evaluating Ms. Meyer’s qualifications for Board service, the Governance Committee and the Board considered Ms. Meyer’s more than 28 years’ experience in the restaurant industry, extensive restaurant specific financial background, experience as a restaurant stock analyst, her service as a member of our Audit Committee and her current status as an “independent director” under Nasdaq rules. | | Laurence B. Mindel Director Since: 2012 | Background: Mr. Mindel, age 85, has more than 53 years of experience as a restaurant creator, developer and operator and is currently the Managing Partner of Poggio Trattoria, an award-winning Italian restaurant, and Copita Tequileria Y Comida, a “modern” Mexican restaurant, both located in Sausalito and Convivo, a “nomad Italian” restaurant in Santa Barbara, California. In 1970, he co-founded Spectrum Foods whose restaurant portfolio included, among others, California-based restaurants Ciao, Prego, MacArthur Park, Guaymas and Harry’s Bar. Following the acquisition of Spectrum Foods by Saga Corp. (NYSE) in 1984, Mr. Mindel served as President of Saga’s restaurant group where he directed the operations of more than 200 restaurants with combined revenue of over $375 million. When Saga was acquired in 1986, Mr. Mindel founded Il Fornaio, a restaurant and bakery company which |

  6. Our Board of Director Nominees

    | | became public in 1997 (Nasdaq) and was subsequently taken private in 2001. His professional honors include Nation’s Restaurant News “Golden Chain” award, International Foodservice Manufacturers Association “Gold Plate” award, Food Arts Magazine “Silver Spoon” award, Leadership Roundtable Conference award for Distinguished & Exemplary Leadership in the Food Service Industry and, in 1998, he was inducted into the California Restaurant Association’s Hall of Fame. In 1985, Mr. Mindel became the first American and the first person of non-Italian descent to be awarded the Caterina de Medici Medal from the Italian government, recognizing excellence in the preservation of Italian heritage outside of Italy. Qualifications: When evaluating Mr. Mindel’s qualifications for continuation of his Board service, the Governance Committee and the Board considered Mr. Mindel’s more than 53 years’ experience in the restaurant industry, both as a concept creator and an operator, his experience guiding a publicly-traded restaurant company, his current service as a member of the Compensation Committee and Governance Committee, his prior service as a member of the Compensation Committee and his current status as an “independent director” under Nasdaq rules. | | David B. Pittaway Director Since: 2009 | Background: Mr. Pittaway, age 71, is Vice Chairman, Senior Managing Director, Senior Vice President, Secretary and Chief Compliance Officer of Castle Harlan, Inc., a private equity firm. He has been with Castle Harlan since 1987. Mr. Pittaway also has served as Vice Chairman and Senior Managing Director of Branford Castle, Inc., an investment company, since October 1986. From 1987 to 1998, Mr. Pittaway was Vice President, Chief Financial Officer and a director of Branford Chain, Inc., a marine wholesale company, where he is now a director and Vice Chairman. Previously, Mr. Pittaway was Vice President of Strategic Planning and Assistant to the President of Donaldson, Lufkin & Jenrette, Inc., an investment banking firm. Mr. Pittaway is a member of the board of Shelf Drilling, Inc. He was formerly a director of Bravo Brio Restaurant Group, Morton’s Restaurant Group, McCormick & Schmick’s Seafood Restaurants, and Dave & Buster’s, Inc. In addition, he is a director and co-founder of the Armed Forces Reserve Family Assistance Fund and a member of the University of Kansas Endowment Association Board of Trustees. Qualifications: When evaluating Mr. Pittaway’s qualifications for continuation of his Board service, the Governance Committee and the Board considered his extensive financial and industry experience, including his service on audit committees of other public restaurant companies, his legal background and familiarity with SEC rules and regulations related to public companies, his service as a member and Chair of our Audit Committee, his designation by our Board as an “audit committee financial expert” and his current status as an “independent director” under Nasdaq rules. | | Herbert Simon Director Since: 2011 | Background: Mr. Simon, age 88, is the Chairman Emeritus of the board of Indianapolis-based Simon Property Group, Inc., a member of the S&P 500 and the largest U.S.A. publicly-traded real estate investment trust. Mr. Simon has served on its board since 1993. Throughout his career, Mr. Simon has maintained a leadership position within the retail property industry by developing high profile retail facilities, including, but not limited to, The Forum Shops at Caesars, Roosevelt Field in Long Island, and The Fashion Centre at Pentagon City. Additional diversified business interests beyond real estate include ownership of a National Basketball Association’s franchise, the Indiana Pacers. Mr. Simon also served as the former |

  7. Our Board of Director Nominees

    | Chairman of the National Basketball Association’s Board of Governors and continues to serve as a member of such board. Mr. Simon also is the owner of the Indiana Fever, a women’s National Basketball Association Franchise. He is also active in numerous community and civic organizations. Qualifications: When evaluating Mr. Simon’s qualifications for continuation of his Board service, the Governance Committee and the Board considered Mr. Simon’s considerable domestic and international commercial real estate experience, including his tenure with Simon Property Group, Inc., a publicly-held real estate investment trust of which he is Chairman Emeritus and a member of the board of directors, his service as a member of the Compensation Committee and the Governance Committee, and his current status as an “independent director” under Nasdaq rules. | | Except as set forth above, each nominee has been engaged in his or her principal occupation described above during the past five years. There are no family relationships between any of our directors or executive officers as defined under SEC rules. |

  8. Director Compensation

    Director Compensation The Compensation Committee is responsible for periodically reviewing compensation payable to its non-employee directors for service on the Board or its designated committees and making recommendations to the Board concerning such compensation. In doing so, the Compensation Committee considers recommendations by Frederic W. Cook & Co., Inc. (“FW Cook”), its independent compensation consultant, which are informed by competitive analysis conducted by them as well as other factors, including, without limitation, each director’s responsibilities. The analysis conducted by FW Cook considers non-employee director compensation practices at the same peer companies used for the Compensation Committee’s evaluation of executive compensation and addresses prevalent market practices for non-employee director compensation. The Compensation Committee intends to set director compensation levels at or near the market median relative to non-employee directors at companies of comparable size, industry and scope of operations in order to ensure directors are paid competitively for their time commitment and responsibilities. Providing a competitive compensation package is important because it enables us to attract and retain highly-qualified non-employee directors who are critical to our long-term success. The Board reviews recommendations by the Compensation Committee and ultimately approves the non-employee director compensation program. The FW Cook analysis conducted for fiscal 2022 affirmed that our director compensation program continues to be aligned with best practices as follows: • Annual Fees. No separate meeting fees are provided for Board meeting attendance. • Deferred Compensation Plan. Board members are eligible to participate in our Executive Savings Plan, a nonqualified deferred compensation plan, by contributing all or a portion of their director fees and equity awards in the form of stock units to the plan. We do not match Board member contributions. See “Executive Compensation-Retirement Plans-Nonqualified Deferred Compensation” for more information. • Minimal Perquisites. Each Independent Director is entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board or its committees and related activities, including director education courses and materials. Independent Directors also receive dining privileges at our restaurants. • Stock Ownership Guidelines. Pursuant to our stock ownership guidelines our Independent Directors are required to own a minimum number of shares of our common stock with a fair market value equal to four times the current annual cash fee for non-employee directors ($400,000 as of the end of fiscal 2022). Newly appointed directors are required to meet the guideline within five years of being appointed. For purposes of this policy, ownership includes any shares owned by a director or his or her immediate family members or held by him or her as part of a tax or estate plan in which the director retains beneficial ownership and unvested restricted stock or restricted stock units. The value of shares owned is calculated annually. In the event acquiring shares would result in a violation of our Special Trading Policy and Procedures, the director is required to comply with the guidelines as soon as reasonably feasible. Given Mr. Ginsberg’s prior designation as a Series A Director, Mr. Ginsberg was not subject to our stock ownership guidelines for directors. Prohibitions on Hedging and Pledging. Members of our Board and our officers and staff members are prohibited from trading in any interest or position relating to the future price of our securities, such as a put, call or short sale, or using our stock as collateral for margin loans. The following table sets forth information regarding the non-employee director compensation program during fiscal 2022. Any member of the Board who is also an employee (for example, Mr. Overton) does not receive additional compensation for service on the Board or its committees.

  9. Director Compensation

    | Board of Directors Fees(1) | Fiscal 2022 | | Annual fee | $100,000 | | Annual equity grant or cash payment in lieu of equity grant(2) | $115,000 | | Lead Director annual fee | $25,000 | | Audit Committee Chair annual fee | $15,000 | | Compensation Committee Chair annual fee | $12,500 | | Governance Committee Chair annual fee | $10,000 |

  10. Director Compensation

    (1) All fees and cash payments are payable in equal monthly installments, as earned, following the end of each calendar month. (2) For fiscal 2022, eligible Independent Directors had the option to elect to receive either (i) an equity grant of fully vested shares of Company stock immediately following the annual shareholders meeting or (ii) a cash payment in lieu of such equity grant payable in equal monthly installments, as earned, following the end of each calendar month. Any Independent Director who has not acquired a sufficient number of shares of Company stock to satisfy the Company’s stock ownership guidelines (except in the case of a new director, who must acquire the required number of shares within five years of their appointment) is not eligible to receive the cash payment in lieu of equity and will receive their annual equity award in fully-vested common shares determined by dividing $115,000 by the closing price of the Company’s stock on the date of the award until he or she satisfies such guidelines. The following table sets forth certain information regarding the compensation earned by each non-employee director who served on our Board in fiscal 2022. Mr. Overton, as our employee, is not a non-employee director and is not paid additional compensation for his services on our Board. None of our non-employee directors held stock options or restricted stock as of the end of fiscal 2022.

  11. Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Total ($) | | Edie A. Ames(2) | $215,000 | — | $215,000 | | Alexander L. Cappello | $112,500 | $115,000 | $227,500 | | Khanh (“Connie”) Collins | $100,000 | $115,000 | $215,000 | | Paul Ginsberg (all paid to Roark)(3) | $208,065 | — | $208,065 | | Adam S. Gordon(4) | $5,780 | — | $5,780 | | Jerome I. Kransdorf | $250,000 | — | $250,000 | | Janice Meyer | $100,000 | $115,000 | $215,000 | | Laurence B. Mindel | $215,000 | — | $215,000 | | David B. Pittaway | $172,500 | $57,500 | $230,000 | | Herbert Simon | $215,000 | — | $215,000 |

  12. Director Compensation

    (1) The amounts in this column represent the grant date fair value, computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, of grants of fully vested shares of stock made to the applicable director in 2022. See Note 16 of the Notes to Consolidated Financial Statements in our Annual Report for information, including assumptions made, regarding the valuation of equity awards. All or a portion of these fees were paid into a nonqualified deferred compensation plan account administered under The Cheesecake Factory Incorporated Executive Savings Plan. See “Director Compensation—Deferred Compensation Plan.” Mr. Ginsberg’s fees were paid to Roark Capital Group. Mr. Ginsberg resigned from the Board on December 19, 2022. (4) Mr. Gordon was appointed to the Board on December 22, 2022.

  13. Executive Summary

    | Pay Element | 2022 Program Changes and Rationale | Individual Pay Adjustments | | Base Salary | • n/a | • Base salary increases ranged from 3.5%—3.8% for the Named Executive Officers. | | Performance Incentive Plan — 75% Adjusted EBITDAR — 25% Strategic Goals | • There were no changes to the plan for fiscal 2022. | • All target bonus opportunities remained unchanged from 2021. | | Long-Term Stock Incentive Plan — 50% performance shares tied to total annual revenue growth, adjusted average annual sales per productive square foot and adjusted annual controllable profit goals, weighted equally, over a three-year period — 50% Stock Options and/or Time-Based Restricted Stock, at the election of the executives | • There were no changes to the plan for fiscal 2022. | • Long-term grant value increases ranged from 3% to 6.1% reflecting performance and market competitiveness. |

  14. Executive Summary

    Emphasis on Performance-Based Compensation and Pay Delivery. For fiscal 2022, on average, 70% of the target direct compensation of our Named Executive Officers, other than our Chief Executive Officer, was performance-based. Mr. Overton continues to have a proportionately greater percentage of performance-based compensation (87%) as compared to other Named Executive Officers because we believe he has a greater ability to influence both short-term and long-term performance. The following charts show each element of the target total direct compensation (comprised of base salary, target bonus and grant date fair value of equity awards) for our Chief Executive Officer and other Named Executive Officers (on average) for fiscal 2022 (equity awards are depicted at grant date fair value).

  15. Alignment of Company Performance and Pay Delivery

    Alignment of Company Performance and Pay Delivery Consistent with our pay-for-performance philosophy, 87% of our CEO’s target total direct compensation is at-risk and aligned with our actual performance. The table below demonstrates such alignment, showing that “actual” pay for the CEO in each of the past three years has been lower than the “targeted” amounts, which is consistent with our total stockholder return performance over the same period. “Target” pay consists of annual salary, target bonus and grant date value of equity awards granted during 2022. (1) Actual pay for 2022 includes base salary, actual bonus paid for performance during the year shown, the intrinsic value of stock options and RSUs as of January 3, 2023, the intrinsic value of earned performance shares as of January 3, 2023 for 2020 grants (which was 100% of target), and the intrinsic value of target performance shares as of January 3, 2023 for 2021 and 2022 grants. 2022 “Say-on-Pay” Advisory Vote on Executive Compensation. We provide stockholders a “say-on-pay” advisory vote regarding our Named Executive Officers’ compensation on an annual basis. At our 2022 annual meeting of stockholders, our stockholders approved, by a vote of approximately 99% of shares represented in person or by proxy, the say-on-pay proposal regarding the compensation of our Named Executive Officers as presented in the 2022 proxy statement. We believe this level of approval indicates that stockholders strongly support our executive compensation programs and policies. The Compensation Committee will consider the results of this year’s say-on-pay proposal, as well as feedback from our stockholders, when making future executive compensation decisions. Alignment with Stockholder Interests. Our executive compensation program is aligned with stockholder interests, as described in the summary below:

  16. Alignment of Company Performance and Pay Delivery

    | What We Do | What We Don’t Do | | Pay for Performance—A significant portion of executive compensation is performance-based, tied to pre-established performance goals aligned with our short- and long-term objectives and stockholder value creation | No Payment of Dividends on Unvested Awards— Any dividends or dividend equivalents related to equity awards are subject to the same vesting restrictions as the underlying awards | | Focus on Retention and Long-Term Value Creation —We use longer equity vesting periods than our peers (generally ratably over five years for stock options and over three to five years for restricted stock/units, versus three to four years for our peer group) | No Single Trigger Benefits—Except where awards are not assumed by the surviving or acquiring entity, any payments or benefits in the event of a change in control require a qualifying termination of employment (“double trigger”) | | Stock Ownership Guidelines—We maintain stock ownership guidelines to encourage executives to think like our long-term stockholders | No Automatic Retirement Payments—We do not provide automatic acceleration of equity awards upon retirement | | Compensation Recoupment Policy—We maintain a Clawback Policy that applies when inaccurate financial statements have resulted in incentive payments and/or equity awards to our executives | No Excessive Perquisites—We generally only provide perquisites to Named Executive Officers that are available to other members of senior management | | Effectively Manage Dilution—Our Board reinstated the Company’s share repurchase program in April 2022, intended to neutralize the impact of dilution from employee equity grants after having suspended it in March 2020 to preserve liquidity during the COVID-19 pandemic | No Tax Gross-Ups Upon Change in Control—We do not gross-up executive perquisite taxes or excise taxes in connection with a change in control | | Regularly Consider Stockholder Feedback—We conduct an annual stockholder say-on-pay vote and we engage with interested stockholders and receive their feedback on our executive compensation program | No Hedging and Pledging—We prohibit all employees and directors from engaging in hedging, pledging and speculative transactions in derivatives of Company securities | | Assess and Mitigate Risk—We conduct an annual risk assessment to identify any significant risks in our incentive compensation programs | No “Repricing”—We prohibit repricing of stock options without stockholder approval | | Independent Compensation Consultant—Our Compensation Committee engages an independent consultant for objective advice regarding executive pay | No Multi-Year Guarantees—We do not provide multi-year guarantees for salary increases, bonus or equity compensation |

  17. FISCAL 2022 PRINCIPAL ELEMENTS OF EXECUTIVE COMPENSATION

    | Element | Description | Performance Considerations | Primary Objectives | | Base Salary | • Fixed cash payment | • Based on level of responsibility, experience, tenure in role, individual performance and expected future value/contribution | • Attract and retain talent • Provide competitive compensation • Recognize career experience • Reward individual performance | | Performance Incentive Plan | • Variable performance-based annual cash incentive, tied to achieving pre-established financial and strategic goals | • Target bonus is a percentage of base salary, based on management position • Bonus based 75% on achievement of adjusted EBITDAR and 25% on achievement of strategic goals, which includes the company-wide program ESG goals • Adjusted EBITDAR portion can pay out from 25%—150% of target based on two sixth-month performance periods; strategic portion capped at 100% of target based on annual goals • The actual amount of the bonus payable will be determined by the Compensation Committee and paid after the end of the fiscal year | • Promote and reward high performance • Motivate achievement of Company, divisional and/or individual financial and/or strategic objectives over the year |

  18. FISCAL 2022 PRINCIPAL ELEMENTS OF EXECUTIVE COMPENSATION

    | Element | Description | Performance Considerations | Primary Objectives | | Long-term Stock Incentive Plan | • Performance-based restricted stock is earned based on a three-year performance period, and vests 60% after year three, 20% after year four, and 20% after year five if performance goals are achieved • Time-based restricted stock vests 60% after year three, 20% after year four and 20% after year five • Stock options vest 20% per year over five years | • Value of all awards are directly linked to long-term stock price and options only have value if stock price increases • Performance restricted stock earned awards based on total annual revenue growth, adjusted average annual sales per productive square foot and adjusted annual controllable profit performance conditions over a three-year performance period | • Build executive equity ownership to increase alignment of executive and stockholder interests • Attract and retain talent • Correlate our financial and stock price performance with executive compensation | | Retirement and Welfare Benefits | • Medical, dental, vision, life and long-term disability insurance • Nonqualified deferred compensation plan • Defined benefit retirement agreement (for Chief Executive Officer only) | • Not applicable | • Attract and retain talent • Provide competitive compensation • Provide reasonable security to allow executives to perform at their best level | | Executive Perquisites | • Company-leased vehicle or car allowance • Biennial health physical for executives at Senior Vice President level and above • Relocation benefits on a case-by-case basis • Sabbatical leave program | • Not applicable | • Attract and retain talent • Provide competitive benefits • Promote health and wellbeing of senior executives |

  19. Market Positioning

    Market Positioning Our Compensation Committee, in collaboration with our Chief Executive Officer and Chief People Officer, reviews market data related to pay practices among comparable companies but does not target specific market positioning of pay when determining compensation for individual Named Executive Officers. Rather, the Compensation Committee uses comparative market data as one of several factors when making individual compensation decisions. As part of its compensation review process for fiscal 2022, the Compensation Committee reviewed an analysis prepared by its independent compensation consultant of market pay practices for positions similar to the positions of our Named Executive Officers, adjusted to take into account differences if any, between the scope of our Named Executives Officers’ responsibilities compared to their counterparts in positions with similar titles in comparable companies. This analysis used pay comparisons from comparable companies in the restaurant and hotel industry as compiled from their proxy disclosures and other SEC filings as well as survey data from FW Cook’s proprietary library. For the Chief Executive Officer, the President of The Cheesecake Factory Incorporated and the Chief Financial Officer, publicly available data from the comparable companies listed below was used in such analysis. For the General Counsel and President of our bakery division, publicly available data was weighted at 50% and the survey data was weighted at 50% for purposes of determining market pay positions in such analysis. 2022 Executive Compensation Peer Group. When we compare ourselves to other companies, we must account for differences between us and others in terms of ownership structure, dining industry segment, size and complexity of operations, sourcing pool for executive talent, and other differentiators. We use the “Executive Compensation Peer Group” for executive compensation comparisons and compensation program design comparisons, as we believe this group reflects companies most similar to us in terms of size and complexity of operations and with which we compete for executive talent. The Executive Compensation Peer Group approved by the Compensation Committee for 2022 consisted of publicly-traded companies in the restaurant and hotel/hospitality industries with annual revenue between $500 million and $6 billion (approximately 0.15 times to 1.9 times our revenue), and in the aggregate, had an overall median revenue of $2.53 billion, which was lower than our revenue of $3.3 billion, as follows:

  20. Market Positioning

    | BJ’s Restaurants, Inc. | Dave & Buster’s Entertainment, Inc. | Red Robin Gourmet Burgers, Inc. | | Bloomin’ Brands, Inc. | Denny’s Corporation | Texas Roadhouse, Inc. | | Brinker International, Inc. | Dine Brands Global, Inc. | The Wendy’s Company | | Chipotle Mexican Grill, Inc.(1) | Domino’s Pizza, Inc. | Wyndham Hotels & Resorts, Inc. | | Cracker Barrel Old Country Store, Inc. | Hyatt Hotels Corporation | | | Darden Restaurants, Inc.(1) | Jack in the Box Inc. | |

  21. Market Positioning

    (1) Included in our comparison group because of its importance as an industry leader in the dining industry, even though its revenues are greater than the $6 billion upper range limit. For the 2022 Executive Compensation Peer Group, the Compensation Committee made no changes from the prior year. While this comparison group provides the Compensation Committee with an important general frame of reference, as described above, the Compensation Committee does not target our Named Executive Officers’ compensation at any specific percentile or within a specific range of the Executive Compensation Peer Group’s pay levels.

  22. Principal Elements of Compensation

    | | Performance Incentive Plan Bonus as % of Salary(1) | | | | | Threshold(2) | Target(3) | Maximum(4) | | David Overton | 20.6% | 110.0% | 151.3% | | David M. Gordon | 15.0% | 80.0% | 110.0% | | Matthew E. Clark | 14.1% | 75.0% | 103.1% | | Scarlett May | 12.2% | 65.0% | 89.4% | | Keith T. Carango | 12.2% | 65.0% | 89.4% |

  23. Principal Elements of Compensation

    (1) Awards are based on salaries in effect on March 2, 2022. (2) The threshold award assumes the average achievement of 75% of the Company-wide adjusted EBITDAR (and, with respect to Mr. Carango, additionally Bakery division adjusted EBITDAR) objectives for the full fiscal year and none of the strategic objectives. The target award assumes the average achievement of 100% of the Company-wide adjusted EBITDAR (and, with respect to Mr. Carango, additionally the Bakery division adjusted EBITDAR) objectives for of the full fiscal year and 100% of the strategic objectives. The maximum award assumes the average achievement of 115% or more of the Company-wide adjusted EBITDAR (and, with respect to Mr. Carango, additionally Bakery division adjusted EBITDAR) objectives for the full fiscal year and 100% of the strategic objectives. Payouts under the fiscal 2022 Performance Incentive Plan are based 75% on the Company’s level of achievement of financial performance objectives (or, with respect to Mr. Carango, 50% on the Company’s level of achievement of financial performance objectives and 25% on Bakery division’s level of achievement of a financial performance objectives), and 25% on the Company’s level of achievement of certain strategic objectives. For corporate executives (including each of our Named Executive Officers other than Mr. Carango), the financial objective is company-wide adjusted EBITDAR, and the strategic objectives relate to company-wide initiatives. The financial objective component can be earned from 0-150% of target based on level of achievement, and the strategic objective can be earned from 0-100% of target based on level of achievement, resulting in a total bonus opportunity from 0-137.5% of target. The Compensation Committee selected adjusted earnings before interest, taxes, depreciation, amortization and rent (EBITDAR) as the most heavily weighted performance target in our annual plan for fiscal 2022. Adjusted EBITDAR is a key driver of stockholder value in that it (i) affects not only earnings per share but also overall cash flow from operations, (ii) supports return on invested capital percentage rates and (iii) is a key driver of a publicly-traded restaurant company’s stock multiple. The Compensation Committee selected EBITDAR over EBITDA because EBITDAR removes the impact of lease accounting rules, to focus more specifically on our operating priorities for the year. Taking into consideration the projected operating environment for casual dining and specific Company objectives for fiscal 2022, the Compensation Committee established adjusted EBITDAR goals that were consistent with our annual operating plan approved by the Board for fiscal 2022. For purposes of the bonus plans, adjusted EBITDAR excludes the effects of items we do not consider indicative of our ongoing operations such as impairment charges, acquisitions and the effect of health and welfare plan related costs. Adjusted EBITDAR is a non-GAAP measure and is defined and reconciled from GAAP in Appendix A of this proxy statement. For the Company-wide and bakery division adjusted EBITDAR objective, a threshold award of 25% of target would pay out upon 75% performance achievement, and a maximum award of 150% of target would pay out upon 115% performance achievement. The strategic goals objectives pay out in proportion to the percentage of the objective achieved and do not pay out more than 100%. Fiscal 2022 Performance Achievement. In February 2023, the Compensation Committee reviewed our performance against the Company’s objectives for fiscal 2022. Following this review, the Committee certified that we achieved the following results:

  24. Principal Elements of Compensation

    | | Threshold/Target/Maximum | Actual | Performance vs. Target | | Company-wide adjusted EBITDAR target—First half of year (25% of award) | $185.7M/$247.6M/$284.7M | $221.4M | Below Target 77% Payout | | Company-wide adjusted EBITDAR target—Second half of year (25% of award) | $175.2M/$233.6M/$268.6M | $197.0M | Below Target 61% Payout | | Bakery division adjusted EBITDAR target—First half of the year (12.5% of award) | $4.525M/$6.033M/$6.938M | $3.732M | Below Threshold 0% Payout | | Bakery division adjusted EBITDAR target—Second half of the year (12.5% of award) | $4.774M/$6.365M/$7.320M | $1.623M | Below Threshold 0% Payout | | Bakery strategic objectives (25% of award) | | | | | • East Coast Bakery People Actions | Optimize work schedule, reduce attrition by pre-established goal. | | 75% Completed 75% Payout | | • Technology Automation | Reduce headcount by a pre-established goal, reduce waste by minimum of 10% compared to 2021. | | 75% Completed 75% Payout | | • SLRP Capacity Actions | Develop project plan and timeline for third bakery. | | 100% Completed 100% Payout | | • Quality and Food Safety Improvements | Strengthen Quality Assurance and Food Safety organization, clearly define and calibrate expectations at each level of organization and re-impose self-audit process. | | 100% Completed 100% Payout |

  25. Principal Elements of Compensation

    | | Target Award | 2022 Actual Bonus Payout | Actual Payout Compared to Target | | David Overton | $1,094,500 | $835,377 | 76.33% | | David M. Gordon | $576,000 | $439,632 | 76.33% | | Matthew E. Clark | $427,500 | $326,289 | 76.33% | | Scarlett May | $354,250 | $270,381 | 76.33% | | Keith T. Carango | $289,250 | $163,065 | 56.38% |

  26. Long-Term Equity-Based Compensation

    Long-Term Equity-Based Compensation We believe that equity-based compensation should be a significant component of total executive compensation to align executive compensation with our long-term performance and to encourage executives to make value-enhancing decisions for the benefit of our stockholders. Each of our Named Executive Officers is eligible to receive equity compensation, which may consist of a mix of stock options, restricted stock, and restricted stock units, to encourage a focus on long-term stockholder value and to foster long-term retention. We approach equity compensation grants by considering the overall value of the grant (as opposed to the number of shares granted). Equity grants to all staff members, including Named Executive Officers and other executives require approval from the Compensation Committee and, in considering whether to approve such equity grants, the Compensation Committee considers past grants, corporate and individual performance, the valuation of grants, and recommendations of our Chief Executive Officer and the Compensation Committee’s compensation consultant. The Compensation Committee has not established formal guidelines for the size of individual equity grants for our Named Executive Officers, but considers the factors listed above as well as market data in making such decisions. See “Market Positioning” above. Our Compensation Committee generally makes grants to our corporate executives, including our Named Executive Officers, on an annual basis, except in the case of newly hired executives, promotions or other extraordinary events. Our equity grant procedures are available on our website at investors.thecheesecakefactory.com, by clicking on the link for “Governance.” Equity Grants in 2022. For fiscal 2022, the Compensation Committee determined, with the assistance of its independent compensation consultant, that Named Executive Officers should continue to receive a designated value of equity comprised of a mix of 50% performance-based restricted stock subject to achievement of three equally weighted performance conditions (total annual revenue growth; adjusted average annual sales per productive square foot; and adjusted annual controllable profit goals, as described in further detail below, in each case, over a three-year performance period), and 50%, based upon each executive’s designated preference, of all stock options (with the number of options to be granted determined based on a Black Scholes valuation), an equal mix between stock options, time-based restricted stock, or all restricted stock (see table below for actual equity awards granted based on each executive’s election). The Compensation Committee believes that regardless of the choice elected by each executive, the resulting mix would strongly align the interests of our executives with those of our stockholders and our long-term performance. In the future, this allocation may vary, new performance targets may be chosen, and other forms of equity may be used. Nonqualified Stock Options. The Compensation Committee believes that stock options are an appropriate vehicle for a portion of long-term equity compensation because they provide value only if our stock price increases over time, which aligns our executives’ interests with those of our stockholders. The exercise price of our stock options is the closing price of our stock on the grant date. Generally, our stock options vest 20% on each of the first five anniversaries of the grant date. Time-Based Restricted Stock Awards. The time-based restricted stock granted to our Named Executive Officers during 2022 vest as to 60% of the shares on the third anniversary of the grant date, and 20% on each of the fourth and fifth anniversaries of the grant date. Performance-Based Restricted Stock. As described above, the performance-based restricted stock awards granted to the Named Executive Officers in 2022 are subject to the achievement of three equally weighted performance conditions, which are described below. The total annual revenue growth, adjusted average annual sales per productive square foot and adjusted annual controllable profit goals are collectively referred to as the “Performance Conditions” and are subject to threshold and maximum potential payouts. Performance achievement is measured at the end of each fiscal year against pre-determined performance goals for each year of the three-year performance period, which are set for the full three-year period on the grant date. The number of shares earned at the end of the three-year performance period (if any) will be determined by averaging performance achievement for each of the three individual years. After the conclusion of the performance period, any earned shares are then subject to time-based vesting at the rate of 60% of the shares on February 10, 2025 and 20% of the shares on each of February 10, 2026 and February 10, 2027. If the threshold goal is achieved, between 60—150% of the target shares will be eligible to vest, based on level of achievement. If the threshold goal is not achieved, the target shares are forfeited. We are not disclosing threshold goals at this time due to the sensitivity of these forecasts and correlation between our projected performance vis-à-vis the Performance Conditions and our stock price. The threshold goals will be disclosed at the end of the performance period along with the achievement levels and corresponding vesting of the performance-based restricted stock awards, if any. • “Total Annual Revenue Growth Goal” is based upon the Company’s total annual revenue growth for fiscal years 2022, 2023, and 2024. This metric was selected to support strategic growth objectives. • “Adjusted Average Annual Sales Per Productive Square Foot Goal” is based upon The Cheesecake Factory Restaurants’ adjusted average annual sales per productive square foot for restaurants open for the full year for fiscal years 2022, 2023, and 2024. Sales per productive square foot was selected as it is a stated goal of the company and a strong driver of long-term financial performance. Achievement of this goal will be determined based upon average annual sales per productive square foot available for use during the applicable measurement period. • “Adjusted Annual Controllable Profit Goal” is based upon The Cheesecake Factory Restaurants’ adjusted annual controllable profit for fiscal years 2022, 2023, and 2024. “Controllable profit” only includes expenses over which restaurant management has direct control (e.g. , labor, dining room expenses, etc.). This metric was selected as it is the key profit metric managed at the restaurant level and aligns with our stated priorities. In February 2022, the following grants were made to our Named Executive Officers under The Cheesecake Factory Stock Incentive Plan, as amended (the “Stock Plan”) in recognition of their performance and expected future contributions, to target competitive compensation levels appropriate to the executive’s tenure in his or her role, and to align their interests with the long-term interests of our stockholders:

  27. Long-Term Equity-Based Compensation

    | Name | Number of Shares Subject to Nonqualified Stock Options | Number of Restricted Stock Awards-Performance Targets(1) | Number of Restricted Stock Awards-Time Based Vesting(2) | Value of Combined Grants (thousands) | | David Overton | — | 66,700 | 66,700 | $5,301 | | David M. Gordon | — | 16,650 | 16,650 | $1,323 | | Matthew E. Clark | — | 15,100 | 15,100 | $1,200 | | Scarlett May | — | 7,700 | 7,700 | $612 | | Keith T. Carango | — | 6,050 | 6,050 | $481 |

  28. Long-Term Equity-Based Compensation

    (1) See “Long-Term Equity-Based Compensation — Performance-Based Restricted Stock” above for a description of performance-based vesting conditions. See “Long-Term Equity-Based Compensation — Time-Based Restricted Stock Awards” above for a description of time -based vesting conditions. Attainment of 2020 Grant Performance Condition. In 2020, as part of our annual long-term incentive program, certain of our Named Executive Officers were granted performance-based restricted shares (the “2020-2022 RSAs”), which were eligible to be earned based on achievement of three equally weighted performance goals during a performance period beginning January 1, 2020 and ending January 3, 2023 (the “2020-2022 Performance Period”). The three performance goals were average annual fully-diluted adjusted earnings per share (“EPS”) growth, adjusted average sales per square foot from Company owned and operated The Cheesecake Factory Restaurants as reported in the Company’s Form 10-K (“Sales Per Square Foot”), and adjusted average annual controllable profit margins for Company owned and operated The Cheesecake Factory Restaurants (“2020-2022 Controllable Profit”). During the 2020-2022 Performance Period, the Company’s adjusted EPS growth was 19% resulting in 150% of the target number of 2020-2022 RSAs subject to this metric being earned, the Company’s adjusted Sales Per Square Foot amount was $1,145 resulting in 150% of the target number of the 2020-2022 RSAs subject to this metric being earned, and the Company’s adjusted average annual 2020-2022 Controllable Profit amount was 26.2% resulting in 0% of the target number of 2020-2022 RSAs subject to this metric being earned. Accordingly, an aggregate of 100% 2020-2022 RSAs were earned based on achievement of the three performance goals.

  29. Potential Benefits Upon Termination and Change in Control

    Potential Benefits Upon Termination and Change in Control The Compensation Committee recognizes that the possibility of the termination of an executive officer’s employment, and the uncertainty it creates, may result in the loss or distraction of the executive officer, and present challenges in recruiting potential executive officers, all to the detriment of the Company and its stockholders. To help ensure that the Company has the continued attention and dedication of these executives and the availability of their continued service, and to focus executive officers on stockholder interests when considering strategic alternatives, the Named Executive Officers are eligible for certain payments and benefits upon a qualifying termination of employment that are consistent with the Company’s overall philosophy and market practices. These potential severance payments are provided under the terms of our existing employment agreements with our Named Executive Officers. For more information, see “Compensation of Named Executive Officers-Potential Payments upon Termination or Change in Control” in this Proxy Statement. Furthermore, we do not provide for any automatic “single trigger” equity vesting or other payments upon a change in control and we do not provide for any tax gross-up payments that could be related to change in control excise taxes. Our Stock Plan provides for a “double trigger,” such that equity awards will automatically accelerate if a participant incurs a qualifying termination of employment (without cause or for good reason) within a specified time period following a change in control of the Company. In addition, in the event of a change in control of the Company, if outstanding awards issued under the Stock Plan are not continued, converted, assumed or replaced by the surviving or acquiring entity, then such outstanding awards will fully vest as of immediately prior to such change in control.

  30. Governance Considerations

    Governance Considerations Risk Considerations. The Compensation Committee reviews our employee compensation policies and practices, including those for non-executive officers, on an annual basis to assess how those policies and practices may affect risk-taking by employees. During its review in fiscal 2022, the Compensation Committee determined that our compensation programs are appropriately weighted toward long-term incentives and include policies designed to deter undue risk-taking by employees. These policies include the Clawback Policy, stock retention and ownership policies, and policies against short sales and hedging (see “Policies Regarding Hedging, Short Sales, Publicly Traded Derivatives, Margin Accounts and Pledges”). Based on this assessment, we determined that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Clawback Policy; Forfeitures. We maintain a Policy on Reimbursement of Incentive Payments and Equity Awards which applies to bonus payments and equity awards (the “Clawback Policy”). Our Clawback Policy requires certain of our executives to agree in writing to repay all or a portion of any Bonus payments and/or equity award(s), to the extent permitted by law and deemed appropriate by the Audit Committee, when we are required by applicable law or applicable accounting or auditing principles to restate our financial statements to correct an accounting error in any interim or annual financial statement filed with the SEC as a result of material noncompliance with applicable financial reporting requirements and the bonus and/or equity award(s) were directly based on those financial statements. Additionally, the Compensation Committee may (i) cause the cancellation of any award of any Option, stock appreciation right (“SAR”), Restricted Stock Grant or Stock Unit under the Stock Plan (“Award”), (ii) require reimbursement of any Award by a participant under the Stock Plan and (iii) effect any other right of recoupment of equity or other compensation provided under the Stock Plan or otherwise in accordance with Company policies (including without limitation the Company’s Clawback Policy) and/or applicable law. If the service of a Stock Plan participant is terminated for Cause (as defined under the Stock Plan), then all Options, SARs, unvested portions of Stock Units and unvested portions of Restricted Stock Grants terminate and are forfeited immediately without consideration as of the termination date. We continue to monitor regulatory developments and intend to timely amend and restate our clawback policy to comply with Nasdaq listing standards implementing new Exchange Act Rule 10D-1. Stock Ownership Requirements. Stock ownership guidelines applicable to certain of our executive officers, including all current Named Executive Officers, provide that certain executives are required to own a minimum number of shares of our common stock with a value equal to the multiple of such executive’s annual base salary, as follows:

  31. Governance Considerations

    A newly appointed covered officer (other than a newly appointed Chief Executive Officer) has five years to comply with the guidelines. A newly-appointed Chief Executive Officer has seven years to comply with these guidelines. For purposes of this policy, stock ownership includes (i) any shares owned by an executive or his or her immediate family members or held by him or her as part of a tax or estate plan in which the executive retains beneficial ownership, and (ii) unvested restricted stock or restricted stock units. Compliance is calculated annually, on the first day of the fiscal year. For purposes of determining compliance with the policy, “value” means an assumed per-share value based on the average of the closing price of our common stock on the last day of each of the previous four fiscal quarters. An exception to the policy exists if acquisition of shares would result in a violation of our Special Trading Policy and Procedures. Certain hardship exceptions are also available at the discretion of the Compensation Committee. All of our Named Executive Officers are in compliance with our executive stock ownership policy as of the last day of 2022.

  32. Summary Compensation Table

    Summary Compensation Table

  33. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | David Overton Chairman of the Board and Chief Executive Officer | 2022 | 1,014,135 | - | 5,301,316 | - | 835,377 | - | 30,916 | 7,181,744 | | | 2021 | 1,010,308 | - | 5,099,931 | - | 1,234,049 | - | 30,916 | 7,375,204 | | | 2020 | 914,635 | 109,450 | 2,250,968 | 2,245,964 | 273,625 | - | 119,395(5) | 5,914,037 | | David M. Gordon President, The Cheesecake Factory Incorporated | 2022 | 758,538 | - | 1,323,342 | - | 439,632 | - | 32,973 | 2,554,485 | | | 2021 | 698,942 | - | 1,276,357 | - | 626,890 | - | 33,349 | 2,635,538 | | | 2020 | 615,673 | 54,000 | 511,237 | 508,659 | 135,000 | - | 49,518(5) | 1,874,087 | | Matthew E. Clark Executive Vice President and Chief Financial Officer | 2022 | 576,942 | - | 1,200,148 | - | 326,289 | - | 11,583 | 2,114,962 | | | 2021 | 564,692 | - | 1,158,788 | - | 465,939 | - | 10,348 | 2,199,767 | | | 2020 | 486,981 | 37,450 | 560,232 | 459,326 | 93,625 | - | 29,939(5) | 1,667,553 | | Scarlett May Executive Vice President, General Counsel and Secretary | 2022 | 540,796 | - | 611,996 | - | 270,381 | - | 16,939 | 1,440,112 | | | 2021 | 522,115 | - | 573,897 | - | 384,759 | - | 16,666 | 1,497,437 | | | 2020 | 464,961 | 33,150 | 374,693 | 125,331 | 82,875 | - | 34,467(5) | 1,115,477 | | Keith T. Carango President, The Cheesecake Factory Bakery Incorporated | 2022 | 441,827 | - | 480,854 | - | 163,065 | - | 16,210 | 1,101,956 | | | 2021 | 427,115 | - | 467,322 | - | 265,888 | - | 17,291 | 1,177,616 | | | 2020 | 379,173 | 26,975 | 204,816 | 199,997 | 101,156 | - | 23,962(5) | 936,079 |

  34. Summary Compensation Table

    (1) Unused vacation time cashed-out under the Company’s vacation cash-out policy is included under Salary. In 2022 the following amounts of vacation were cashed out: (i) for Mr. Overton, $19,135; (ii) for Mr. Gordon, $19,192; and for Mr. Clark, $10,962. Ms. May and Mr. Carango did not cash-out any unused vacation. (2) The value of performance-vesting restricted stock and restricted stock units is computed assuming achievement of performance goals at target level based on probable outcomes of such performance goals under ASC Topic 718. Amounts shown do not reflect compensation actually received or that may be realized in the future by the Named Executive Officer. In accordance with SEC regulations, these amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for stock and option awards made in the referenced fiscal year. Assuming attainment at maximum performance, the fair value of the 2022 performance-vesting restricted stock is: (i) for Mr. Overton, $3,975,987; (ii) for Mr. Gordon, $992,507; (iii) for Mr. Clark, $900,111; (iv) for Ms. May, $458,997; and (v) for Mr. Carango, $360,641. Performance stock awards are subject to performance and service-vesting requirements. See Note 16 of the Notes to Consolidated Financial Statements in our Annual Report for information, including assumptions made, regarding the valuation of equity awards. Mr. Overton’s “Founder’s Retirement Benefit” had a loss of $650,000, $213,000, and $137,000 in 2022, 2021, and 2020 respectively. “All other compensation” for fiscal 2022 includes the following:

  35. Summary Compensation Table

    | Name | Automobile Program ($)(a) | ESP Company Match ($)(b) | Life Insurance ($)(c) | Executive Physical Exam ($)(d) | Total ($) | | Mr. Overton | 22,882 | — | 8,034 | — | 30,916 | | Mr. Gordon | 20,035 | 7,339 | 3,328 | 2,271 | 32,973 | | Mr. Clark | 10,200 | — | 1,383 | — | 11,583 | | Ms. May | 14,488 | — | 2,451 | — | 16,939 | | Mr. Carango | 13,200 | — | 3,010 | — | 16,210 |

  36. Summary Compensation Table

    (a) Automobile Program: Each Named Executive Officer has the choice of a company-leased vehicle or automobile allowance. We assign imputed income, according to IRS regulations, for personal use of a Company-leased vehicle. (b) Executive Savings Plan Matching Contributions: Each of our Named Executive Officers is eligible to participate in our Executive Savings Plan, a nonqualified deferred compensation plan. Additional information regarding this plan appears in this Proxy Statement in the section entitled “Nonqualified Deferred Compensation.” (c) Life Insurance: We provide group term life insurance to each of our Named Executive Officers on the same terms as all other salaried employees. (d) Executive Physical Exam: Each of our Named Executive Officers is eligible for a Company-paid executive physical examination every two years. Under the terms of the Stock Incentive Plan, holders of unvested restricted stock have rights to dividends, provided that any dividends received on shares of unvested restricted stock granted under the Stock Incentive Plan are subject to the same vesting conditions and restrictions as the underlying shares with respect to which the dividends relate. “All Other Compensation” for 2020 includes dividends paid in the year. Dividends paid in subsequent years have not been captured, as dividends were factored into the grant date fair value of the restricted stock awards in the stock awards column, in accordance with SEC rules.

  37. Grants of Plan-Based Awards in Fiscal 2022

    Grants of Plan-Based Awards in Fiscal 2022 The following table shows all restricted shares and stock options granted to Named Executive Officers under the Stock Plan during fiscal 2022, as well as the range of potential Bonuses that were achievable in fiscal 2022 under our Performance Incentive Plan.

  38. Grants of Plan-Based Awards in Fiscal 2022

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock Awards ($)(5) | | | | Threshold ($) | Target ($)(2) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | David Overton | n/a | $205,219 | $1,094,500 | $1,504,938 | | | | | | | | 2/10/2022 | | | | | | | 66,700 | $2,650,658 | | | 2/10/2022 | | | | 40,020 | 66,700 | 100,050 | | $2,650,658 | | David M. Gordon | n/a | $108,000 | $576,000 | $792,000 | | | | | | | | 2/10/2022 | | | | | | | 16,650 | $661,671 | | | 2/10/2022 | | | | 9,990 | 16,650 | 24,975 | | $661,671 | | Matthew E. Clark | n/a | $80,156 | $427,500 | $587,813 | | | | | | | | 2/10/2022 | | | | | | | 15,100 | $600,074 | | | 2/10/2022 | | | | 9,060 | 15,100 | 22,650 | | $600,074 | | Scarlett May | n/a | $66,422 | $354,250 | $487,094 | | | | | | | | 2/10/2022 | | | | | | | 7,700 | $305,998 | | | 2/10/2022 | | | | 4,620 | 7,700 | 11,550 | | $305,998 | | Keith T. Carango | n/a | $54,234 | $289,250 | $397,719 | | | | | | | | 2/10/2022 | | | | | | | 6,050 | $240,427 | | | 2/10/2022 | | | | 3,630 | 6,050 | 9,075 | | $240,427 |

  39. Grants of Plan-Based Awards in Fiscal 2022

    (1) The threshold Bonus amounts assume achievement of 75% of the Company-wide adjusted EBITDAR (and, with respect to Mr. Carango, additionally Bakery division adjusted EBITDAR) objective and none of the strategic objectives. Target Bonus amounts assume achievement of 100% of the Company-wide adjusted EBITDAR (and, with respect to Mr. Carango, additionally Bakery division adjusted EBITDAR) objective and 100% of the strategic objectives. Maximum Bonus amounts assume achievement of 115% or more of the Company-wide adjusted EBITDAR (and, with respect to Mr. Carango, additionally Bakery division adjusted EBITDAR) objective and 100% of the strategic objective. For actual amounts paid under the Performance Incentive Plan for fiscal 2022, see the column entitled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table” included in this Proxy Statement. For more information on our annual performance bonus program under the Performance Incentive Plan for fiscal 2022, see “Compensation Discussion and Analysis-Principal Elements of Compensation-Annual Cash Performance Incentive Compensation.” (2) Target awards are a percentage of base salary for fiscal 2022, as follows: 110% for Mr. Overton; 80% for Mr. Gordon; 75% for Mr. Clark; and 65% for each of the other Named Executive Officers. (3) The restricted stock awards are subject to achievement of total annual revenue growth, adjusted average annual sales per productive square foot and adjusted annual controllable profit performance conditions for fiscal years 2022, 2023, and 2024, measured once at the end of the 2024 fiscal year. This award is eligible to be earned from 60-150% of target and will be forfeited if we do not achieve our threshold goal. Any awards remaining outstanding after achievement (if any) of the total annual revenue growth, adjusted average annual sales per productive square foot and adjusted annual controllable profit performance conditions are determined to be achieved (if at all) shall be subject to service-based vesting at a rate of 60% of the award vesting on the third anniversary of the grant date and 20% of the award vesting on each of the fourth and fifth anniversaries of the grant date. The restricted stock vests 60% on the third anniversary of the grant date, and 20% on each of the fourth and fifth anniversaries of the grant date subject to continued service with the Company. The grant date fair value was computed in accordance with the provisions of FASB ASC Topic 718, excluding the effect of estimated forfeitures. Amounts shown do not reflect compensation actually received or that may be realized in the future by the Named Executive Officer. See Note 16 of the Notes to Consolidated Financial Statements in our Annual Report for information, including assumption used, regarding the valuation of equity awards.

  40. Outstanding Equity Awards At Fiscal Year End

    Outstanding Equity Awards At Fiscal Year End The following table shows all outstanding stock options, restricted shares and restricted stock units held by the Named Executive Officers as of January 3, 2023, the last day of fiscal 2022. The vesting schedules set forth in the footnotes are subject to continued service with the Company.

  41. Outstanding Equity Awards At Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | | | | | | Restricted Stock | | PSU/PSA Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That have Not Vested ($)(3) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | David Overton(4) | 135,000 | — | 48.01 | 03/05/2023 | — | — | — | — | | | 82,000 | — | 50.26 | 03/03/2024 | — | — | — | — | | | 73,500 | — | 61.59 | 03/02/2025 | — | — | — | — | | | 143,440 | 35,860(4a) | 47.06 | 02/15/2026 | — | — | — | — | | | 62,400 | 41,600(4b) | 46.03 | 02/13/2027 | — | — | — | — | | | 134,760 | 202,140(4c) | 40.16 | 02/18/2030 | — | — | — | — | | | — | — | — | — | 9,480(9a) | $306,678 | — | — | | | — | — | — | — | 18,960(9a) | $613,356 | — | — | | | — | — | — | — | 56,050(9b) | $1,813,218 | — | — | | | — | — | — | — | 50,150(9c) | $1,622,353 | — | — | | | — | — | — | — | — | — | 43,150(9d) | $1,395,903 | | | — | — | — | — | 66,700(9e) | $2,157,745 | — | — | | | — | — | — | — | — | — | 66,700(9e) | $2,157,745 | | David M. Gordon(5) | 19,300 | — | 50.26 | 03/03/2024 | — | — | — | — | | | 16,650 | — | 61.59 | 03/02/2025 | — | — | — | — | | | 8,300 | 8,300(5a) | 47.06 | 02/15/2026 | — | — | — | — | | | 14,040 | 9,360(5b) | 46.03 | 02/13/2027 | — | — | — | — | | | 15,260 | 45,780(5c) | 40.16 | 02/18/2030 | — | — | — | — | | | — | — | — | — | 2,120(10a) | $68,582 | — | — | | | — | — | — | — | 4,320(10a) | $139,752 | — | — | | | — | — | — | — | 12,730(10b) | $411,816 | — | — | | | — | — | — | — | 12,550(10c) | $405,993 | — | — | | | — | — | — | — | — | — | 10,800(10d) | $349,380 | | | — | — | — | — | 16,650(10e) | $538,628 | — | — | | | — | — | — | — | — | — | 16,65010e) | $538,628 | | Matthew E. Clark(6) | 10,000 | — | 48.01 | 03/05/2023 | — | — | — | — | | | 9,600 | — | 50.26 | 03/03/2024 | — | — | — | — | | | 8,000 | — | 61.59 | 03/02/2025 | — | — | — | — | | | 4,820 | — | 57.30 | 06/07/2025 | — | — | — | — | | | 30,400 | 7,600(6a) | 47.06 | 02/15/2026 | — | — | — | — | | | 25,740 | 17,160(6b) | 46.03 | 02/13/2027 | — | — | — | — | | | 27,560 | 41,340(6c) | 40.16 | 02/18/2030 | — | — | — | — | | | — | — | — | — | 3,920(11a) | $126,812 | — | — | | | — | — | — | — | 11,460(11b) | $370,731 | — | — | | | — | — | — | — | 2,490(11b) | $80,552 | — | — | | | — | — | — | — | 11,400(11c) | $368,790 | — | — | | | — | — | — | — | — | — | 9,800(11d) | $317,030 | | | — | — | — | — | 15,100(11e) | $488,485 | — | — | | | — | — | — | — | — | — | 15,100(11e) | $488,485 |

  42. Outstanding Equity Awards At Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | | | | | | Restricted Stock | | PSU/PSA Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That have Not Vested ($)(3) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Scarlett May(7) | 7,360 | 1,840(7a) | 52.14 | 05/30/2026 | — | — | — | — | | | 6,960 | 4,6407b) | 46.03 | 02/13/2027 | — | — | — | — | | | 7,520 | 11,280(7c) | 40.16 | 02/18/2030 | — | — | — | — | | | — | — | — | — | 460(12a) | $14,881 | — | — | | | — | — | — | — | 2,120(12b) | $68,582 | — | — | | | — | — | — | — | 1,040(12b) | $33,644 | — | — | | | — | — | — | — | 3,100(12c) | $100,285 | — | — | | | — | — | — | — | 6,230(12c) | $201,541 | — | — | | | — | — | — | — | 5,650(12d) | $182,778 | — | — | | | — | — | — | — | — | — | 4,850(12e) | $156,898 | | | — | — | — | — | 7,700(12f) | $249,095 | — | — | | | — | — | — | — | — | — | 7,700(12f) | $249,095 | | Keith T. Carango(8) | | | | | | | | | | | 5,040 | — | 50.26 | 03/03/2024 | — | — | — | — | | | 5,200 | — | 61.59 | 03/02/2025 | — | — | — | — | | | 6,640 | 1,660(8a) | 47.06 | 02/15/2026 | — | — | — | — | | | 2,400 | 600(8b) | 51.74 | 04/05/2026 | — | — | — | — | | | 5,520 | 3,680(8c) | 46.03 | 02/13/2027 | — | — | — | — | | | 12,000 | 18,000(8d) | 40.16 | 02/18/2030 | — | — | — | — | | | — | — | — | — | 800(13a) | $25,880 | — | — | | | — | — | — | — | 260(13b) | $8,411 | — | — | | | — | — | — | — | 840(13c) | $27,174 | — | — | | | — | — | — | — | 1,72013d) | $55,642 | — | — | | | — | — | — | — | 5,10013e) | $164,985 | — | — | | | — | — | — | — | 4,600(13f) | $148,810 | — | — | | | — | — | — | — | — | — | 3,950(13g) | $127,783 | | | — | — | — | — | 6,050(13h) | $195,718 | — | — | | | — | — | — | — | — | — | 6,050(13h) | $195,718 |

  43. Outstanding Equity Awards At Fiscal Year End

    All options listed vest at a rate of 20% per year. (2) Unless otherwise noted, restricted shares and PSA awards listed vest 60% on the third anniversary of the date of grant, subject to continued service and in the case of the PSAs, attainment of the performance goals, and 20% on each of the fourth and fifth anniversaries of the date of grant, subject to continued service. (3) The market value of outstanding stock awards is based on a per share (or unit) value of $32.35, the closing market price of our common shares on January 3, 2023, the last day of fiscal 2022. Per SEC rules, amounts shown reflect the target number of performance vesting awards that may be earned based on the results of the previous year’s performance at threshold levels. The vesting dates of options held by Mr. Overton that were not exercisable as of our fiscal 2022 year-end are as follows: (a) 35,860 options vested on 02/15/2023; (b) 20,800 options vested on 02/13/2023 and 20,800 options will vest on 02/13/2024; (c) 67,380 options vested on 02/18/2023 and 67,380 options will vest on each of 02/18/2024 and 02/18/2025. The vesting dates of options held by Mr. Gordon that were not exercisable as of our fiscal 2022 year-end are as follows: (a) 8,300 options vested on 02/15/2023; (b) 4,680 options vested on 02/13/2023 and 4,680 options will vest on 02/13/2024; (c) 15,260 vested on 02/18/2023 and 15,260 options will vest on each of 02/18/2024 and 02/18/2025. (6) The vesting dates of options held by Mr. Clark that were not exercisable as of our fiscal 2022 year-end are as follows: (a) 7,600 options vested on 02/15/2023; (b) 8,580 options vested on 02/13/2023 and 8,580 options will vest on 02/13/2024; (c) 13,780 options vested on 02/18/2023 and 13,780 options will vest on each of 02/18/2024 and 02/18/2025. (7) The vesting dates of options held by Ms. May that were not exercisable as of our fiscal 2022 year-end are as follows: (a) 1,840 options will vest on 05/14/2023; (b) 2,320 options vested on 02/13/2023 and 2,320 options will vest on 02/13/2024; (c) 3,760 options vested on 02/18/2023 and 3,760 options will vest on each of 02/18/2024 and 02/18/2025. (8) The vesting dates of options held by Mr. Carango that were not exercisable as of our fiscal 2022 year-end are as follows: (a) 1,660 options vested on 02/15/2023; (b) 600 options vested on 04/05/2023; (c) 1,840 options vested 02/13/2023 and 1,840 options will vest on 02/13/2024; (d) 6,000 options vested on 02/18/2023 and 6,000 options will vest on each of 02/18/2024 and 02/18/2025. (9) The grant dates of restricted shares and PSA awards held by Mr. Overton that were not vested as of our fiscal 2022 year-end are as follows: (a) 02/13/2019; (b) 02/18/2020; (c) 02/10/2021; (d) 04/01/2021; (e) 02/10/2022. (10) The grant dates of restricted shares and PSA awards held by Mr. Gordon that were not vested as of our fiscal 2022 year-end are as follows: (a) 02/13/2019; (b) 02/18/202; (c) 02/10/2021; (d) 04/01/2021; (e) 02/10/2022. (11) The grant dates of restricted shares and PSA awards held by Mr. Clark that were not vested as of our fiscal 2022 year-end are as follows: (a) 02/13/2019; (b) 02/18/2020; (c) 02/10/2021; (d) 04/01/2021; (e) 02/10/2022. The restricted shares granted on 02/18/2020 vest in full on the third anniversary of the grant date, subject to Mr. Clark’s continued employment through the vesting date. (12) The grant dates of restricted shares and PSA awards held by Ms. May that were not vested as of our fiscal 2022 year-end are as follows: (a) 5/30/2018; (b) 02/13/2019; (c) 02/18/2020; (d) 02/10/2021; (e) 04/01/2021; (f) 02/10/2022. The grant dates of restricted shares and PSA awards held by Mr. Carango that were not vested as of our fiscal 2022 year-end are as follows: (a) 02/15/2018; (b) 04/05/2018; (c) 02/13/2019; (d) 02/13/2019; (e) 02/18/2020; (f) 02/10/2021; (g) 04/01/2021; (h) 02/10/2022.

  44. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows, for fiscal 2022, all stock options exercised by Named Executive Officers and shares of their restricted stock that vested:

  45. Option Exercises and Stock Vested

    | | Nonqualified Stock Option Awards | | Restricted Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized Upon Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | David Overton | — | — | 42,660 | $1,692,749 | | David M. Gordon | — | — | 9,660 | $383,309 | | Matthew E. Clark | — | — | 6,770 | $269,675 | | Scarlett May | — | — | 5,200 | $203,516 | | Keith T. Carango | — | — | 5,490 | $219,628 |

  46. Option Exercises and Stock Vested

    (1) No stock options were exercised in 2022. The value realized upon exercise would be equal to the difference between the market price of our common stock at the time of exercise and the exercise price of the options. (2) The value realized upon vesting is equal to the fair market value of the shares on the vesting date.

  47. Pension Benefits

    Pension Benefits The following table shows the lump sum present value of the accumulated pension benefits of Mr. Overton, the only named executive officer entitled to pension benefits, as of January 3, 2022, the last day of fiscal 2022.

  48. Pension Benefits

    | Name | Plan Name | Number of years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | David Overton | Founder’s Retirement Benefit(1) | — | $5,252,000(2) | — |

  49. Pension Benefits

    (1) Pursuant to Mr. Overton’s employment agreement, Mr. Overton is entitled to a “Founder’s Retirement Benefit” pursuant to which Mr. Overton (or his beneficiary or estate, if he is deceased) is entitled to fixed annual payments of $650,000 for a period of ten years following his separation from service for any reason, payable in equal monthly installments. Our obligation with respect to the Founder’s Retirement Benefit is unfunded and unsecured, and is payable from our general, unrestricted assets. For additional information concerning Mr. Overton’s employment agreement, see the sections in this Proxy Statement entitled “Retirement Plans” and “Compensation of Named Executive Officers-Employment Agreements.” (2) The present value of Mr. Overton’s accumulated benefit was calculated assuming an initial annual payment in October of 2023, the first payment date after the earliest possible date on which Mr. Overton could obtain full benefits assuming a separation from service on the last day of the term of his 2022-2023 employment agreement and a discount rate of 3.79% based on the 10 Year Treasury Yield Rate in effect as of January 3, 2023.

  50. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We adopted Executive Savings Plan in order to provide a tax-deferred savings vehicle to help us attract, retain and motivate executives with the essential qualifications to manage our Company successfully. The Executive Savings Plan is a nonqualified deferred compensation plan for our Independent Directors and for our highly compensated executives (as defined in the Executive Savings Plan) who are otherwise ineligible to participate in our qualified defined contribution savings plan under Section 401(k) of the Code. The Executive Savings Plan allows our employee-participants to defer the receipt of up to 50% of their base salaries and up to 100% of their Bonus and allows our non-employee directors to defer up to 100% of their director fees and stock units. Under the Executive Savings Plan, we currently provide a matching contribution at a rate of 25% of the first 4% of salary and/or Bonus deferred under the plan. We do not provide a match for deferrals by non-employee directors. Our matching contributions vest 25% per year after the staff member’s second year of participation in the Executive Savings Plan, such that staff members with five years of service with us would be 100% vested in our matching contributions. All of our Named Executive Officers, other than Scarlett May, who was hired by the Company and appointed Executive Vice President, General Counsel and Secretary on May 14, 2018, are currently 100% vested in our matching contributions. Staff member deferrals and our matching contribution, if any, are deposited into a “rabbi” trust established by us, and the funds are generally invested in individual variable life insurance contracts owned by us, which are specifically designed to informally fund savings plans of this nature. Upon a participant’s termination from employment, he or she will receive a distribution of his or her account balance, including earnings and vested Company contributions, in accordance with his or her distribution election and the terms of the Executive Savings Plan. For any plan year, a participant may elect, in accordance with the terms of the Executive Savings Plan, to have a portion of his or her account paid on a scheduled in-service distribution date; provided, such a distribution may not occur earlier than the second plan year after the plan year to which such an election applies. The following table shows the compensation (including Bonus) earned for fiscal 2022 that was deferred into the Executive Savings Plan by each Named Executive Officer during fiscal 2022:

  51. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  52. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Fiscal 2022 $(1) | Company Contributions in Fiscal 2022 $(2) | Aggregate Earnings/(Losses) in Fiscal 2022 $ | Aggregate Withdrawals or Distributions in Fiscal 2022 $ | Aggregate Balance at December 31, 2022 $(3) | | David Overton | — | — | (68,616) | — | 292,946 | | David M. Gordon | 71,626 | 7,339 | (200,985) | — | 1,463,885 | | Matthew E. Clark | — | — | 36 | — | 2,707 | | Scarlett May | — | — | (1,602) | 26,931 | 9,298 | | Keith T. Carango | — | — | — | — | — |

  53. NONQUALIFIED DEFERRED COMPENSATION

    (1) These amounts are reported as compensation earned by the Named Executive Officers in the “Summary Compensation Table.” The “Executive Contributions” total is included in the “Salary” or “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table,” depending on the source of the deferral for each executive. (2) These amounts are reported as “other” compensation earned by the Named Executive Officers. Please see footnote 2 to the “Summary Compensation Table.” (3) For Mr. Overton, $3,043 of the aggregate balance was reported in the “Summary Compensation Table” in previous years. For Mr. Gordon, $92,765 of the aggregate balance was reported in the “Summary Compensation Table” in previous years. For Mr. Clark, $4,962 of the aggregate balance was reported in the “Summary Compensation Table” in previous years. For Ms. May, $12,105 of the aggregate balance was reported in the “Summary Compensation Table” in previous years, and for Mr. Carango, none of the aggregate balance was reported in the “Summary Compensation Table” in previous years.

  54. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Acceleration of Equity Awards in Connection with a Change in Control. Under the Stock Plan, outstanding equity awards that are not assumed or continued upon a Change in Control (as defined in the Stock Plan) by the acquirer will accelerate, with time-based awards vesting in full and performance-based awards vesting at the greater of pro-rated target or actual performance as of the date of the Change in Control. In addition, pursuant to the Stock Plan, except as otherwise set forth in the award agreements, outstanding equity awards that are assumed or continued by the acquirer will vest in full if the Named Executive Officer is terminated without Cause or for Good Reason (each as defined in the Stock Plan) within 12 months following such Change in Control. Pursuant to the award agreements evidencing stock options and restricted stock granted to the Named Executive Officers under the Stock Plan, outstanding equity awards that are assumed or continued by the acquirer will (i) with respect to awards granted in 2020, if the Named Executive Officer experiences a Constructive Termination (as defined in the applicable Named Executive Officer’s employment agreement) or a termination for Good Reason within 18 months following such Change in Control, vest upon such termination with respect to those shares that are scheduled to vest within 24 months after the termination, and/or (ii) with respect to equity awards granted in 2021 and 2022, if the Named Executive Officer is terminated without Cause, due to a Constructive Termination or for Good Reason within 18 months following such Change in Control, vest in full, in each case, provided that if vesting is subject to a Company performance condition, the accelerated vesting only occurs if, as and when such condition is achieved. With respect to equity awards outstanding under our 2010 Stock Incentive Plan as amended (the “2010 Stock Plan”), if there is no assumption or continuation upon a Change in Control” (as defined in the 2010 Stock Plan) by the acquirer, such equity awards will vest in full as of immediately prior to such Change in Control. In addition, in the event that outstanding equity awards are assumed or continued by the acquirer in connection with a Change in Control and the applicable Named Executive Officer experiences a Constructive Termination or a termination for Good Reason within 18 months following such Change in Control, then any awards that are scheduled to vest within 24 months after the termination will vest upon termination, provided that if vesting is subject to a Company performance condition, the accelerated vesting only occurs if, as and when such condition is achieved. Pursuant to the award agreements evidencing stock options and restricted stock granted to the Named Executive Officers under the Stock Plan and/or the 2010 Stock Plan, in the event that an applicable Named Executive Officer experiences a termination due to death or Disability (as defined in the Stock Plan or 2010 Stock Plan, as applicable) then: (i) with respect to awards granted in or prior to 2020, any awards that were scheduled to vest within 24 months after the termination will vest upon termination, and/or (ii) with respect to equity awards granted in 2021 and 2022, outstanding equity awards will vest in full, provided that if vesting is subject to a Company performance condition, the accelerated vesting only occurs if, as and when such condition is achieved. Chief Executive Officer. Pursuant to Mr. Overton’s 2017 Agreement, if Mr. Overton’s employment were terminated for any reason other than for Cause, death, or Permanent Disability or if he voluntarily resigns from his employment due to a Constructive Termination, he or his estate would be entitled to receive continued payment of his then current annual base salary (on regular payroll dates) through the end of the current annual term and a pro-rata bonus for the fiscal year in which the termination occurred based on length of service and actual performance. Through the end of the current annual term (or until coverage is provided by a subsequent employer, if applicable), Mr. Overton would be entitled to a Company car at the comparable level provided to him prior to his termination and continuation of health and welfare benefits on behalf of Mr. Overton and his dependents. In addition, all installments of outstanding equity awards that are scheduled to vest within 24 months of Mr. Overton’s termination date would vest and, as applicable, become exercisable as of such termination date; provided, however, any performance-based awards will be subject to achievement of their underlying performance goals. In the event of Mr. Overton’s termination for any reason other than by the Company for Cause, then generally he will have the right to exercise any vested equity awards for a period of 36 months from the later of (i) the date of his Separation from Service (as defined in his employment agreement) or (ii) if vesting of such award is Company performance-based, the date of vesting or lapse of restriction on such award due to Company’s achievement of such performance (subject in all cases to the earlier expiration or termination of the applicable award). Mr. Overton would also be entitled to an annual Founder’s Retirement Benefit as earlier described. This benefit is an unfunded, unsecured promise to pay benefits in the future, and Mr. Overton has no right or interest in any of our specific assets by virtue of this obligation. The following table shows the potential payments to Mr. Overton upon a termination of his employment or a change in control of the Company pursuant to Mr. Overton’s employment agreement, the Stock Plan, the 2010 Stock Plan and award agreements evidencing the grant of outstanding equity awards, not including accrued payments that would be owed through the termination date. In accordance with SEC rules, this table assumes that (i) the triggering event took place on January 3, 2023, the last business day of our fiscal 2022; (ii) the intrinsic value of nonqualified stock option share acceleration is computed by multiplying the difference between the applicable exercise prices and the market price of our common stock on January 3, 2023 ($32.35) by the number of unvested options that are subject to acceleration; (iii) the value of restricted share acceleration is computed by multiplying the market price of our common stock on January 3, 2023 by the number of unvested restricted shares that are subject to acceleration with performance shares assumed to have paid out at target; and (iv) a performance incentive bonus was earned in fiscal 2022 at the level set forth in the “Summary Compensation Table.”

  55. CHIEF EXECUTIVE OFFICER POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF JANUARY 3, 2023

    CHIEF EXECUTIVE OFFICER POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF JANUARY 3, 2023

  56. CHIEF EXECUTIVE OFFICER POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF JANUARY 3, 2023

    | | Change In Control | | | Qualifying Termination of Employment without Change In Control | | | | David Overton | Payout with assumption or continuation of awards(1) ($) | Payout without assumption or continuation of awards ($) | Payout upon termination by Company without Cause, or by Executive due to Constructive Termination ($) | Payout upon Death or Permanent Disability ($) | Payout upon termination by Company without Cause, or by Executive due to Constructive Termination ($) | Payout upon termination with Cause or voluntary termination, including retirement ($) | | Cash Severance(6) | — | — | 252,577 | — | 252,577 | — | | Pro-Rata Bonus(7) | — | — | 835,377 | — | 835,377 | — | | Intrinsic Value of Equity Acceleration | — | 10,066,997(2) | 9,704,353(3) | 9,704,353(4) | 4,181,561(5) | — | | Benefits and Other Perquisites(8) | — | — | 5,721 | — | 5,721 | — | | Health & Welfare Benefits(8) | — | — | 6,573 | — | 6,573 | — | | Gross-up on Excise Tax | — | — | — | — | — | — | | Founder’s Retirement Benefit(9) | — | — | 5,252,000 | 5,252,000 | 5,252,000 | 5,252,000 | | Total CEO Benefit | — | 10,066,997 | 16,056,601 | 14,956,353 | 10,533,809 | 5,252,000 |

  57. CHIEF EXECUTIVE OFFICER POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF JANUARY 3, 2023

    Neither Mr. Overton’s employment agreement, nor any of Mr. Overton’s outstanding unvested equity award agreements provide for an automatic acceleration of vesting of equity awards solely as a result of a Change in Control (as defined under such documents). The information in this column assumes that a Change in Control occurs without the occurrence of any of the triggering events discussed in footnotes (2) or (3). Amounts represent the value of accelerated vesting of outstanding equity awards assuming that such equity awards are not assumed in connection with a Change in Control and further assuming that performance conditions continuing to affect the vesting of awards are satisfied at target as of the date of such Change in Control. (3) Amounts represents the value of accelerated vesting of outstanding options and restricted stock in connection with a qualifying termination within 18-months following a Change in Control assuming that performance conditions continuing to affect the vesting of awards are satisfied at target. (4) Amounts represent the value of accelerated vesting of outstanding stock options and restricted stock in connection with a termination due to death or Disability assuming that performance conditions continuing to affect the vesting of awards are satisfied at target. In addition, Mr. Overton’s estate or designated beneficiary would be eligible to receive $497,500 in life insurance proceeds upon his death (i.e., 50% of his base salary for 2022). (5) Amounts represent the value of accelerated vesting of outstanding stock options and restricted stock in connection with a termination by the Company without Cause or due to a Constructive Termination assuming that performance conditions continuing to affect the vesting of awards are satisfied at target. (6) Amounts represent the value of cash severance comprised of payment of Mr. Overton’s annual salary from the date of termination to the expiration of the then current term of his employment agreement (the “Continuation Period”). Mr. Overton’s employment agreement has a term ending on April 1, 2023. (7) Amounts represent the value of Mr. Overton’s annual bonus assuming that performance objectives for fiscal year 2022 under our Performance Incentive Plan were satisfied at the levels set forth in the “Summary Compensation Table”, as certified by our Compensation Committee in 2023, and the executive remained employed for the full fiscal year. Under his employment agreement, however, Mr. Overton would only receive a pro rata portion of such bonus for the period of actual service in the fiscal year during which termination occurs. (8) Amounts in this row represent the value of Mr. Overton’s use of a car, life insurance and health and welfare benefits, in each case, during the Continuation Period. Following any termination without Cause, he also would be entitled to certain dining privileges at our restaurants, and for a period of ten years, use of an office and secretary at our corporate center while he continues to perform certain consulting services for the Company. (9) Amounts in this row represent the net present value of $650,000 per year for a period of ten years after separation from service, calculated using a 3.79% discount rate (based on the 10 Year Treasury Yield Rate in effect on January 3, 2023) and 12 monthly payments for each year. Named Executive Officers other than Chief Executive Officer. Under each NEO Employment Agreement, the executive will be entitled to a severance payment in cash equal to one times his or her then current annual base salary payable in installments and a pro-rata annual bonus for the fiscal year in which the termination occurred based on length of service and actual performance, if during the term of the agreement (i) we terminate his or her employment for any reason other than a Termination With Cause; (ii) if the executive’s employment is terminated by reason of death or Permanent Disability; (iii) if within 18 months after a change in control we terminate the executive’s employment (whether or not the term of the agreement ended without renewal) for any reason other than a Termination With Cause; or (iv) if the executive terminates the agreement in connection with the occurrence of a Constructive Termination during the term or within 18 months after a Change in Control (as defined in the NEO Employment Agreements), whether or not the term has expired. Certain other medical, dental and hospitalization benefits (or such comparable alternative benefits determined by us) for the executive and his or her dependents also will be paid by us for an additional 12 months, unless sooner provided by a subsequent employer. In addition, all installments of equity awards that are scheduled to vest within 24 months of an executive’s termination date would vest and, as applicable, become exercisable as of such termination date; provided, however, that any performance-based awards will be subject to achievement of their underlying performance goals. In the event of any termination other than a Termination With Cause, the executive generally will have the right to exercise any vested equity awards for a period of 24 months (or 36 months in the case of retirement with 20 continuous years of service) from the later of (i) the date of his or her Separation from Service (as defined in the NEO Employment Agreement) or (ii) if vesting of such award is Company performance-based, the date of vesting or lapse of restriction on such award due to Company’s achievement of such performance (subject in all cases to the earlier expiration or termination of the applicable award). Potential Payments Upon Termination or Change in Control. The following table shows the potential payments upon termination of employment or a change in control for the Named Executive Officers other than Mr. Overton and does not include accrued payments that would be owed through the termination date. In accordance with SEC rules, the table assumes that (i) the triggering event took place on January 3, 2023, the last business day of our fiscal 2022; (ii) the intrinsic value of nonqualified stock option share acceleration is computed by multiplying the difference between the applicable exercise prices and the market price of our common stock on January 3, 2023 ($32.35) by the number of unvested options that are subject to acceleration; (iii) the value of restricted share acceleration is computed by multiplying the market price of our common stock on January 3, 2023 by the number of unvested restricted shares that are subject to acceleration with performance shares assumed to have paid out at target.; and (iv) a performance incentive bonus was earned in fiscal 2022 at the level set forth in the “Summary Compensation Table” for each individual.

  58. EXECUTIVE OFFICERS OTHER THAN CHIEF EXECUTIVE OFFICER POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF JANUARY 3, 2023

    EXECUTIVE OFFICERS OTHER THAN CHIEF EXECUTIVE OFFICER POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF JANUARY 3, 2023

  59. EXECUTIVE OFFICERS OTHER THAN CHIEF EXECUTIVE OFFICER POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF JANUARY 3, 2023

    | | Change In Control | | | Termination without Change In Control | | | | | | Payout with assumption or continuation of awards(1) ($) | Payout without assumption or continuation of awards(2) ($) | Payout upon termination by Company without Cause, or Constructive Termination by Executive within 18 months ($) | Payout upon permanent disability ($) | Payout upon death ($) | Payout upon termination by Company without Cause, or by Executive as a result of Constructive Termination ($) | Payout upon termination with Cause or voluntary termination, including retirement ($) | | David M. Gordon | | | | | | | | | Cash Severance(5) | — | — | 720,000 | 720,000 | 720,000 | 720,000 | — | | Pro-Rata Bonus(6) | — | — | 439,632 | 439,632 | 439,632 | 439,632 | — | | Intrinsic Value of Equity Acceleration(7) | — | 2,452,777 | 2,370,414(3) | 2,370,414(4) | 2,370,414(4) | 991,010(4) | — | | Health & Welfare Benefits(8) | — | — | 17,708 | 17,708 | 17,708 | 17,708 | — | | Gross-up on Excise Tax | — | — | — | — | — | — | — | | David M. Gordon Total | — | 2,452,777 | 3,547,754 | 3,547,754 | 3,547,754 | 2,168,350 | — | | Matthew E. Clark | | | | | | | | | Cash Severance(5) | — | — | 570,000 | 570,000 | 570,000 | 570,000 | — | | Pro-Rata Bonus(6) | — | — | 326,289 | 326,289 | 326,289 | 326,289 | — | | Intrinsic Value of Equity Acceleration(7) | — | 2,240,885 | 2,150,628(3) | 2,150,628(4) | 2,150,628(4) | 899,330(4) | — | | Health & Welfare Benefits(8) | — | — | 17,708 | 17,708 | 17,708 | 17,708 | — | | Gross-up on Excise Tax | — | — | — | — | — | — | — | | Matthew E. Clark Total | — | 2,240,885 | 3,064,625 | 3,064,625 | 3,064,625 | 1,813,327 | — | | Scarlett May | | | | | | | | | Cash Severance(5) | — | — | 545,000 | 545,000 | 545,000 | 545,000 | — | | Pro-Rata Bonus(6) | — | — | 270,381 | 270,381 | 270,381 | 270,381 | — | | Intrinsic Value of Equity Acceleration(7) | — | 1,256,798 | 1,196,432(3) | 1,196,432(4) | 1,196,432(4) | 562,372(4) | — | | Health & Welfare Benefits(8) | — | — | 27,060 | 27,060 | 27,060 | 27,060 | — | | Gross-up on Excise Tax | — | — | — | — | — | — | — | | Scarlett May Total | — | 1,256,798 | 2,038,873 | 2,038,873 | 2,038,873 | 1,404,813 | — | | Keith T. Carango | | | | | | | | | Cash Severance(5) | — | — | 445,000 | 445,000 | 445,000 | 445,000 | — | | Pro-Rata Bonus(6) | — | — | 163,065 | 163,065 | 163,065 | 163,065 | — | | Intrinsic Value of Equity Acceleration(7) | — | 950,120 | 917,123(3) | 917,123(4) | 917,123(4) | 415,051(4) | — | | Health & Welfare Benefits(8) | — | — | 27,060 | 27,060 | 27,060 | 27,060 | — | | Gross-up on Excise Tax | — | — | — | — | — | — | — | | Keith T. Carango Total | — | 950,120 | 1,552,248 | 1,552,248 | 1,552,248 | 1,050,176 | — | | Total Payments (including those for Mr. Overton (see CEO Table above)) | — | 16,967,577 | 26,260,101 | 25,159,853 | 25,159,853 | 16,970,475 | 5,252,000 |

  60. EXECUTIVE OFFICERS OTHER THAN CHIEF EXECUTIVE OFFICER POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF JANUARY 3, 2023

    None of the NEO Employment Agreements, nor any of the executives’ award agreements under which there are outstanding unvested awards, provide for an automatic acceleration of vesting of awards solely as a result of a Change in Control (as defined under such documents) (a so called “Single Trigger”). The information in this column assumes that a Change in Control occurs without the occurrence of any of the events discussed in footnotes (2) or (3). (2) Amounts represent the value of accelerated vesting of outstanding equity awards assuming such equity awards are not assumed in connection with a Change in Control and further assuming that performance conditions continuing to affect the vesting of awards are satisfied at target as of the date of such Change in Control. (3) Amounts represent the value of accelerated vesting of outstanding options and restricted stock in connection with a qualifying termination within 18-months following a Change in Control assuming that performance conditions continuing to affect the vesting of awards are satisfied at target. (4) Amounts represent the value of accelerated vesting of outstanding options and restricted stock in connection with a termination by the Company without Cause, due to a Constructive Termination or due to the Named Executive Officer’s death or Disability, in each case, assuming that performance conditions continuing to affect the vesting of awards are satisfied at target. (5) Amounts represent payment of 12 months of the Named Executive Officer’s annual base salary. (6) Amounts represent the value of the applicable Named Executive Officer’s annual bonus assuming that the performance objectives for fiscal year 2022 under our Performance Incentive Plan were satisfied at the levels set forth in the “Summary Compensation Table”, as certified by our Compensation Committee in 2023, and the executive remained employed for the full fiscal year. Under the NEO Employment Agreements, however, the applicable executive would only receive a pro-rata portion of such bonus for the period of actual service in the fiscal year during which termination occurs. (7) Amounts in this column represent 12 months of Company-paid continued medical, dental, vision care and hospitalization benefits. In addition to the payments set forth above, each Named Executive Officer’s estate or designated beneficiary would be eligible to receive a life insurance payment upon death. This life insurance benefit is provided to all salaried employees at the rate of one times annual base salary up to $750,000 and is reduced to 65% of base salary at age 65 and 50% of base salary at age 70. Please see the section entitled “Other Benefits and Perquisites” in this Proxy Statement.

  61. CEO Pay Ratio

    CEO Pay Ratio We believe that executive pay should align with the value and contributions that our executives bring to the business, while ensuring that we are paying competitively across our different markets and job levels. As required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act, and Regulation 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the total annual compensation of Mr. Overton, our Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For fiscal 2022: • the median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) was $28,205 and represents the total compensation of a part-time staff member working approximately 32 hours per week; and • the annual total compensation of our Chief Executive Officer, as reported in the “Summary Compensation Table,” was $7,181,744. Based on this information, for fiscal 2022, our Chief Executive Officer’s annual total compensation was 255 times that of the median of the annual compensation of all employees. To identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of our median employee and our Chief Executive Officer, we took the following steps: We determined that as of January 3, 2023, our employee population consisted of 45,584 individuals. This population consisted of both full-time and part-time employees. As part of our methodology, and in reliance with the “de minimis” exemption under Item 402(u) of Regulation S-K, we excluded all employees in Canada totaling 338 or approximately 0.7% of our total workforce. 2. To identify the median employee from our employee population, we compared the amount of total wages (including reported tips) of our employees as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2022. Given our workforce with similar high turnover rates inherent in the restaurant industry, our methodology included annualizing the compensation for permanent employees who did not work a full calendar year to properly reflect their compensation levels. However, even with this annualizing, many employees had very low hours and had not reached a stabilized work schedule. We did not perform any full-time equivalency adjustments. We believe the use of total wages for all employees is a consistently applied compensation measure. 3. We identified our median employee by using this compensation measure, which we consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying the median employee. Again, the median of the annual total compensation of all employees of our company (other than our Chief Executive Officer) represents a part-time staff member and was $28,205 working approximately 32 hours per week. 4. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K on an annualized basis, resulting in annual total compensation of $28,205. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column in the “Summary Compensation Table,” above.

  62. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act, we are providing the Company’s “pay versus performance” disclosure below. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. Per SEC rules, CAP was created by adjusting the Summary Compensation Table (“SCT”) total values for the applicable year as described in the footnotes to the following table. Please refer to our Compensation Discussion and Analysis section for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance. The following table sets forth information concerning the compensation of our Named Executive Officers (“NEOs”) for each of the fiscal years ended December 29, 2020, December 28, 2021 and January 3, 2023, and our financial performance for each such fiscal year:

  63. PAY VERSUS PERFORMANCE

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year(1) | Summary Compensation Table Total for PEO ($) | CAP to PEO ($)(2) | Average SCT Total for Non-PEO NEOs ($) | Average CAP to Non-PEO NEOs ($)(2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | Net Income (millions$) | Company Selected Measure: Adjusted EBITDAR (millions $)(4) | | 2022 | 7,181,744 | 3,567,483 | 1,802,879 | 1,203,895 | 86.27 | 95.9 | 43 | 418 | | 2021 | 7,375,204 | 8,556,512 | 1,877,590 | 2,038,099 | 103.24 | 122.1 | 72 | 450 | | 2020 | 5,914,037 | 10,736,376 | 1,398,299 | 2,123,579 | 96.26 | 125.5 | (253) | 173 |

  64. PAY VERSUS PERFORMANCE

    (1) The Principal Executive Officer (“PEO”) in all three reporting years is our CEO, David Overton. The NEOs in all three reporting years are David M. Gordon, Matthew E. Clark, Scarlett May and Keith T. Carango. CAP amount to our PEO and NEOs, as shown in columns (c) and (e) above in each of fiscal 2022, 2021 and 2020, reflect the respective amounts shown in columns (b) and (d) of the table shown above, with adjustments shown below as determined by the SEC rules:

  65. PAY VERSUS PERFORMANCE

    | Year | SCT Total ($) | Minus SCT Equity ($) | Plus (Minus) End of Fiscal Year Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at End of Fiscal Year ($) | Plus (Minus) Change from Beginning of Fiscal Year to End of Fiscal Year in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at End of Fiscal Year ($) | Plus (Minus) Change in Fair Value from Beginning of Fiscal Year to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year ($) | Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Calculated CAP ($) | | PEO | | | | | | | | | 2022 | 7,181,744 | 5,301,316 | 4,337,067 | (3,049,619) | 300,636 | 98,971 | 3,567,483 | | 2021 | 7,375,204 | 5,099,931 | 3,871,411 | 337,172 | 2,072,656 | — | 8,556,512 | | 2020 | 5,914,037 | 4,496,932 | 7,717,902 | 1,802,588 | (201,219) | —* | 10,736,376 | | Average Non PEO NEOs | | | | | | | | | 2022 | 1,802,879 | 904,085 | 739,642 | (488,921) | 38,398 | 15,982 | 1,203,895 | | 2021 | 1,877,590 | 869,091 | 659,744 | 57,936 | 311,920 | — | 2,038,099 | | 2020 | 1,398,299 | 736,073 | 1,192,739 | 293,102 | (24,489) | —* | 2,123,579 |

  66. PAY VERSUS PERFORMANCE

    Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting restricted stock awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based restricted stock awards, the same valuation methodology as restricted stock awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on the expected dividend rate as of the date of the applicable revaluation date. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 3, 2023 and prior fiscal years. * Dividends paid in 2020 are captured in the “All Other Compensation” column of the SCT and thus are not additionally captured in this table. (3) For the relevant fiscal year, represents the cumulative total shareholder return indexed to $100 per share of the S&P 600 Restaurants Index. (4) Adjusted EBITDAR is a non-GAAP measure and is defined and reconicled from GAAP net income in Appendix A of this proxy statement. Relationship Between Financial Performance Measures. The graphs below compare the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining Named Executive Officers, with (i) our cumulative and Peer Group TSR, (ii) our net income, and (iii) our EBITDAR, in each case, for the fiscal years ended December 29, 2020, December 28, 2021 and January 3, 2023. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. Pay Versus Performance Tabular List. We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our Named Executive Officers for the fiscal year ended January 3, 2023: • Adjusted EBITDAR; • Revenue growth; • Adjusted average annual sales per productive square foot; and • Adjusted annual controllable profit. For additional details regarding our most important financial performance measures, please see the section titled “Compensation Discussion and Analysis-Principal Elements of Compensation” in this Proxy Statement.