DEF 14A of Cheesecake Factory Inc, Apr 10, 2026

DEF 14A of Cheesecake Factory Inc

Filed Apr 10, 2026 · FY20250001104659-26-042016

Open on EDGAR

  1. PROPOSAL ONE Election of Directors

    PROPOSAL ONE Election of Directors 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 2027 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; David Overton; and David B. Pittaway. 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. Nominees. Our Director nominees exhibit an array of backgrounds, experience, skills, tenure and perspectives that uniquely contribute to the success of our business. The information provided below is as of the date of this Proxy Statement. DIRECTOR EXPERTISE

  2. PROPOSAL ONE Election of Directors

    | David Overton Director Since: 1992 Age: 79 | Mr. Overton has served as our Chairman of the Board and Chief Executive Officer (“CEO”) 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 multiple other concepts, including Grand Lux Cafe®. Under Mr. Overton’s leadership, the Company acquired FRC, including the North Italia® and Flower Child® brands. Other Experience: • Founding member and director of The Cheesecake Factory Oscar and Evelyn Overton Charitable Foundation, a 501(c)(3) qualified, non-profit charitable organization Awards and Recognition: • Elliott Group’s Legacy Award, recognizing excellence in leadership, lifetime achievement and contributions of outstanding significance • International Foodservice Manufacturers Association “Silver Plate Award,” recognizing the most outstanding and innovative talent in foodservice operations • “Executive of the Year Award” from Restaurants & Institutions Magazine • “MenuMasters Hall of Fame Award” and “Golden Chain Award” from Nation’s Restaurant News, for outstanding contributions to menu design and foodservice research and development • “Entrepreneur of the Year” in the Food Services category for the Los Angeles region by Ernst & Young, for demonstrated excellence and extraordinary success in innovation, performance and personal commitment to The Cheesecake Factory and the communities our restaurants serve • Leadership Roundtable-Industry Leadership Award 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 Age: 59 Committees: Compensation; Governance | Ms. Ames has over 37 years of restaurant industry experience across the casual dining, fast casual and fine dining segments. Business Experience: • CEO of Baldi Management Group Airport Concessionaire (2025-Present) • CEO of Bluestone Lane (2024-2025) • CEO of Tastes on the Fly Airport Restaurant Group (2019-2024) • CEO of The Pie Hole, a fast casual dining restaurant (2018-2019) • President of The Counter and BUILT® Custom Burgers (2015-2018) • Executive Vice President of Wolfgang Puck Catering (2013-2015) • Chief Operating Officer of Real Mex Restaurants (2011-2013) and Del Frisco’s Restaurant Group (2010-2011) • President of Morton’s Restaurant Group (2005-2010) |

  3. PROPOSAL ONE Election of Directors

    | | • Various roles at California Pizza Kitchen, Inc. (1993-2005) Qualifications: When evaluating Ms. Ames’ qualifications for Board service, the Governance Committee and the Board considered Ms. Ames’ more than 37 years of restaurant industry experience, including operational experience, domestic and international licensing and franchise experience, and her numerous leadership roles with a variety of restaurant concepts across the casual dining, fast casual and fine dining segments. | | Alexander L. Cappello Director Since: 2008 Age: 70 Committees: Audit; Compensation (Chairperson) | Mr. Cappello has led several public and private companies over the past 53 years. Business Experience: • Chairman and CEO of Cappello Global, LLC (1996-Present) and of numerous Cappello entities, including a merchant bank and investment banks, whose principals have transacted business since 1973 Public Company Boards: • Lead director of Virco Manufacturing Corporation (Nasdaq) (2016-2023) • Chairman of Navidea Biopharmaceuticals (NYSE) (2021-2023) • Director of Genius Products Inc. (Nasdaq) (2004-2005) • Chairman of Inter-Tel (Nasdaq) (2005-2007) Other Experience: • Former Director of Cytrx • Director of Koo Koo Roo, Inc. (1997-1998) • Former Chairman of Intelligent Energy, PLC • Former Chairman of Geothermal Resources Intl. (AMEX) • Trustee of University of Southern California (2005-2010) 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, management and marketing experience, former service on the boards of other public companies, including another restaurant company, experience with alternative energy sources and his corporate governance expertise. The Governance Committee and the Board have determined that Mr. Cappello’s experience qualifies him to serve as an “audit committee financial expert” on our Board. | | Khanh Collins Director Since: 2021 Age: 62 Committee: Governance | Ms. Collins has over 35 years of restaurant industry experience in fine casual, full-service casual and fine dining. Business Experience: • CEO of the Sustainable Restaurant Group, whose brands include, among others, Bamboo Sushi, Sizzle Pie, Submarine Hospitality and Mr. West (2023-Present) • Senior Vice President, Retail Food Group for Thompson Hospitality, a food service management company (2019-2022) • Vice President of U.S. Operations and Global Training for the ONE Group/ STK (2018-2019) • Chief Operating Officer and Senior Vice President of Bravo Brio Restaurant Group (2013-2018) |

  4. PROPOSAL ONE Election of Directors

    | | • Various roles at McCormick and Schmick Seafood Restaurants (1996-2012) Other Experience: • Director of Burgerville (2024-Present) Qualifications: When evaluating Ms. Collins’ qualification for Board service, the Governance Committee and the Board considered her more than 35 years’ experience in the restaurant industry and her expertise in human capital management. | | Adam S. Gordon Director Since: 2022 Age: 59 Committee: Compensation | Mr. Gordon has over 35 years of experience in real estate management and development and global marketing and publicity. Business Experience: • 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. (2019-Present) • President of ASG Global Entertainment, a marketing and production company he founded (2016-Present) • Former Executive Director of Publicity, Sony Pictures International, leading publicity and awards campaigns (1991-2003) 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 and his deep experience in the entertainment industry. | | Jerome I. Kransdorf Director Since: 1997 Age: 87 Committees: Compensation; Governance (Chairperson) | Mr. Kransdorf has extensive investment management experience. Mr. Kransdorf serves as our lead director. Business Experience: • President Emeritus (since 2014) of JaK Direct, a division of Muriel Siebert & Co., Inc. where he worked from 2001 to 2014 • Former Senior Vice President, J. & W. Seligman & Co. Incorporated, an investment advisory firm (1997-2001) • Investment and senior management roles, Wertheim & Co. and its successor companies (1959-1997) 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. | | Janice L. Meyer Director Since: 2020 Age: 66 Committee: Audit | Ms. Meyer has over 31 years of restaurant investment experience. Business Experience: • Co-Founder and Managing Partner of Rellevant Partners, a private equity firm (2019-Present) • Managing Director in the investment banking division of Morgan Stanley (NYSE) (2008-2010) • 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 (1998-2008) Other Experience: • Director at Tillster, Inc., a food ordering and delivery technology company (2007-Present) |

  5. PROPOSAL ONE Election of Directors

    | | • Director at Rasa Worldwide, Inc, a company specializing in fast-casual Indian food (2022-2025) • Director of Chopt Creative Salad Co. (now known as Founders Table Restaurant Group), a fast casual restaurant group (2010-2013) • Trustee of the Windward School in New York (2015-2023) Qualifications: When evaluating Ms. Meyer’s qualifications for Board service, the Governance Committee and the Board considered Ms. Meyer’s more than 31 years’ experience in the restaurant industry, extensive restaurant specific financial background and experience as a restaurant stock analyst. The Governance Committee and the Board have determined that Ms. Meyer’s experience qualifies her to serve as an “audit committee financial expert” on our Board. | | David B. Pittaway Director Since: 2009 Age: 74 Committee: Audit (Chairperson) | Mr. Pittaway has more than 37 years of experience in finance, investment banking and private equity. Business Experience: • Vice Chairman, Senior Managing Director, Senior Vice President, Secretary and Chief Compliance Officer of Castle Harlan, Inc., a private equity firm (1987-Present) • Vice Chairman and Chief Compliance Officer of Branford Castle, Inc., an investment company (October 1986-Present) • Director and Vice Chairman of Branford Chain, Inc. (1987-Present) • Vice President and Chief Financial Officer of Branford Chain, Inc. (1987-1998) • Vice President of Strategic Planning and Assistant to the President of Donaldson, Lufkin & Jenrette, Inc., an investment banking firm (1985-1986) Public Company Boards: • Director of Shelf Drilling, Inc. (OSLO) (2015-2025) • Director of Bravo Brio Restaurant Group (Nasdaq) (2006-2018) • Director of Morton’s Restaurant Group (NYSE) (1988-2012) • Director of McCormick & Schmick’s Seafood Restaurants (Nasdaq) (1994-1997 and 2002-2009) • Director of Dave & Buster’s, Inc. (Nasdaq) (2003-2006) • Director of Statia Terminals Group N.V. (Nasdaq) (1999-2002) Other Experience: • Director of Caribbean Restaurants, Inc. (2004-2023) • Director of TooJays Restaurants (2013-2020) • Director of Colyar Technologies, Inc. (2019-2020) • Director of Gold Star Foods, Inc. (2014-2019) • Director and co-founder of the Armed Forces Reserve Family Assistance Fund • Audit Committee 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 |

  6. PROPOSAL ONE Election of Directors

    | financial and industry experience, including his service on audit committees of other public restaurant companies, his compliance background and his familiarity with SEC rules and regulations related to public companies. The Governance Committee and the Board have determined that Mr. Pittaway’s experience qualifies him to serve as an “audit committee financial expert” on our Board. | | 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. |

  7. PROPOSAL ONE Election of Directors

    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, David Overton and David B. Pittaway. 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, JANICE L. MEYER, DAVID OVERTON AND DAVID B. PITTAWAY TO THE BOARD.

  8. THE BOARD AND CORPORATE GOVERNANCE

    THE BOARD AND CORPORATE GOVERNANCE

  9. Director Nominations Process

    Director Nominations Process The Board has adopted “Policies and Procedures Regarding Board of Director Candidates” (the “Nominations Policy”), which describes the process by which candidates are selected for possible inclusion in the Board’s recommended slate of director nominees. The Nominations Policy is available on our website at investors.thecheesecakefactory.com, by clicking on the link for “Governance.” The Board also considers stockholder guidelines with respect to board diversity. The Governance Committee administers the Nominations Policy and is responsible for identifying candidates for nomination or appointment to the Board. To fulfill this function, the Governance Committee reviews, at least annually, the size and composition of the Board and its committees, including the number of directors eligible for election at the annual meeting of stockholders. The Governance Committee may solicit recommendations for nominees from directors, members of management or others. In addition, the Governance Committee will consider recommendations of a stockholder of record or beneficial owner that complies with the Nominations Policy. Minimum Qualifications. The Nominations Policy contains the following minimum qualifications for candidates for nomination to the Board: • Pursuant to our Bylaws, each candidate nominated by a stockholder must consent in writing to be named in our proxy statement as a nominee and to serve as a director of the Company if elected. • Pursuant to our Bylaws, each candidate must agree that if elected he or she will submit an irrevocable resignation to our Company’s Secretary promptly following his or her election or reelection that will be effective upon (i) such director’s failure to receive a “majority vote” for reelection in any “uncontested election” (as those terms are defined in our Bylaws) at which he or she is subject to reelection; and (ii) acceptance of that resignation by the Board in accordance with the Bylaws and any policies and procedures adopted by the Board for such purposes. • Each candidate shall be an individual who has demonstrated integrity and ethics in his or her personal and professional life and has established a record of professional accomplishment in his or her chosen field. • Each candidate shall be prepared to represent the best interests of all of our stockholders and not just one particular constituency. • Each candidate must be prepared to participate fully in Board activities, including (with respect to non-employee candidates) active membership on Board committee(s) if appointed as a committee member, and not have other personal or professional commitments that would, in the Governance Committee’s sole judgment, interfere with or limit his or her ability to do so. Criteria for Evaluating Candidates. The Governance Committee is responsible for identifying candidates for nomination or appointment to the Board of Directors. In evaluating nominations, the Governance Committee takes into consideration the overall composition of the Board, the balance of different capabilities and overall diversity in its broadest sense including in the areas of personal and professional experiences; geography; financial and managerial and operational knowledge; variety of opinions and perspectives; and other differentiating characteristics. The Governance Committee periodically reviews and assesses the effectiveness of the practices used in considering potential director candidates. Following this review, the Governance Committee presents any recommendation for changes of the policy or protocols to the Board. The Governance Committee considers the following criteria, among other factors, in evaluating candidates for nomination in light of the size and composition of the Board and its committees: • Satisfaction of the minimum qualifications established by the Governance Committee. • Education and other training. Relevant personal and professional background, including financial, managerial and operational skills and knowledge and experience in both corporate and non-traditional environments, such as government, academia and non-profit organizations. Whether the candidate would qualify as an “independent” director as defined by Nasdaq’s listing standards. • The candidate’s reputation for judgment and honesty. • The existence of any of the relationships described in Item 407(e)(4) of Regulation S-K (“Compensation Committee Interlocks and Insider Participation”). • The number and identity of any other boards of directors of which the candidate is a member. • Other professional and personal commitments that could affect the candidate’s ability to serve. Stockholder Recommendations to the Governance Committee for Nomination of Directors. The Nominations Policy provides that the Governance Committee will consider recommendations for nominations submitted by stockholders of record or beneficial owners. In order to give the Governance Committee sufficient time to evaluate a recommended candidate, the recommendation should be received by our Secretary at our principal executive offices not later than the 120th calendar day before the date of our proxy statement release to stockholders in connection with the previous year’s annual meeting of stockholders. With respect to the 2027 annual meeting of stockholders, recommendations must be received on or before December 11, 2026. In the case of a special meeting called for the election of one or more directors, a recommendation should be received by our Secretary no later than the close of business on the tenth day following the date on which we make public disclosure of the meeting date. The stockholder’s recommendation must include all of the following: • The stockholder’s name, address and telephone number. • The recommended candidate’s name, address and telephone number. • The written consent of the recommended candidate to be named in our proxy statement and to serve as a director if nominated, elected or appointed, and qualified to serve. • A description of all arrangements or understandings in connection with such recommendation between the stockholder and the recommended candidate or between the stockholder and any other person or persons (including their names). • A description of any business, familial or other financial or personal relationship between the stockholder and the recommended candidate. • Information regarding the recommended candidate as to each of the criteria identified above for evaluating recommendations. Evaluation of Candidates. All qualified candidates identified through the process outlined above, including incumbents, will be evaluated based on the same criteria. If, based on the initial evaluation, a new candidate continues to be of interest, the Chair of the Governance Committee will interview the candidate and communicate his or her evaluation to the other committee members and the Chairman of the Board. Other members of the Governance Committee and senior management will conduct subsequent interviews. Ultimately, background and reference checks will be conducted, and the Governance Committee will meet to finalize its list of recommended candidates for consideration by the full Board. If an incumbent is nominated, the interview process may be abbreviated at the discretion of the Chair of the Governance Committee. If the Chair of the Governance Committee is being considered for re-nomination, the other Governance Committee members may appoint another member of the Governance Committee to head the review process for the Chair’s reconsideration.

  10. Director Nominations Process

    Future Revisions to the Nominations Policy. The Governance Committee’s Nominations Policy is intended to provide a flexible set of guidelines for the effective functioning of the director nominations process. The Governance Committee intends to review this policy and procedure at least annually and anticipates that modifications will be necessary from time to time as our needs and circumstances evolve, and to conform with changes in applicable legal or listing standards. General Nomination Right of All Stockholders. Stockholders may nominate one or more persons for election as a director of the Company at an annual meeting of stockholders if the stockholder complies with the advance notice, information and consent provisions contained in our Bylaws. Our Bylaws provide that no person may solicit proxies in support of a nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements. Stockholder nominations for the election of directors may be made only by a stockholder of record on both the date of giving notice and on the record date for such meeting by giving timely written notice to our Secretary at our principal executive offices. Such notice must be received by the Secretary no less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. If notice or prior public disclosure of the date of the annual meeting is given or made to the stockholders for a meeting date that is not within 30 days before or after the anniversary of the immediately preceding annual meeting of stockholders, notice by the stockholder will be timely if received not later than the close of business on the tenth day following the day on which such notice was mailed or such public disclosure was made, whichever is first, or no less than 90 days nor more than 120 days prior to the annual meeting. For further information on the timely nomination of a person for election as a director of the Company at the 2027 annual meeting of stockholders, see “Stockholder Proposals for the 2027 Annual Meeting of Stockholders.” In the event we increase the number of directors to be elected and we make no public announcement at least 100 days prior to the first anniversary of the preceding year’s annual meeting that names all of the nominees for director or specifies the size of the increased Board, a stockholder’s notice will be considered timely, but only with respect to nominees for any new positions created by the increase, if the notice is delivered to, or mailed and received at, our principal executive offices (addressed to our Secretary) not later than ten days following the day on which we make the public announcement. In the case of a special meeting of stockholders called for the purpose of electing directors, notice will be timely if the stockholder provides written notice to our Secretary not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or such public disclosure of the meeting date was made, whichever first occurs, or no less than 90 or more than 120 days prior to the meeting. The stockholder’s notice must include all of the information required by our Bylaws, and the Bylaws require any candidate for the Board nominated by a stockholder to provide certain background information and representations regarding disclosure of voting or compensation arrangements, compliance with the Company’s policies and guidelines, intention to deliver an irrevocable resignation in accordance with the Bylaws, and intent to serve the entire term. The foregoing summary is not a complete description of the provisions of our Bylaws pertaining to stockholder nominations and proxies. Stockholders may obtain, without charge, a copy of our Bylaws upon written request to our Secretary at our principal executive offices. Our Bylaws are also available on our website at investors.thecheesecakefactory.com, by clicking on the link for “Governance.” Qualifications of Current Directors and Director Nominees. The Governance Committee of the Board evaluates the qualifications of our director nominees prior to each annual meeting of stockholders. As part of this evaluation process, the Governance Committee reviews the current composition of the Board and assesses whether the qualifications of each director continue to meet the Governance Committee’s requirements for Board service.

  11. Our Board of Director Nominees

    Our Board of Director Nominees The Governance Committee recommended, and our Board nominated, eight of our current directors for re-election at the Annual Meeting to serve a one-year term expiring at the 2027 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 eight nominees named in Proposal 1 to this Proxy Statement. 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 eight.

  12. 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 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 2025 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 non-qualified 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—Non-qualified 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 2025). 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. • 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 2025. 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.

  13. Director Compensation

    | Board of Directors Fees(1) | Fiscal 2025 | | Annual fee | $100,000 | | Annual equity grant or cash payment in lieu of equity grant(2) | $140,000 | | Lead Director annual fee | $35,000 | | Audit Committee Chair annual fee | $15,000 | | Compensation Committee Chair annual fee | $12,500 | | Governance Committee Chair annual fee | $10,000 |

  14. 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 2025, eligible Independent Directors had the option to irrevocably elect in the prior year 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 $140,000 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 2025. 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 2025.

  15. Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Total ($) | | Edie A. Ames | 240,000 | — | 240,000 | | Alexander L. Cappello | 112,500 | 140,000 | 252,500 | | Khanh Collins | 170,000 | 70,000 | 240,000 | | Adam S. Gordon | 240,000 | — | 240,000 | | Jerome I. Kransdorf | 285,000 | — | 285,000 | | Janice L. Meyer | 100,000 | 140,000 | 240,000 | | David B. Pittaway | 255,000 | — | 255,000 |

  16. Director Compensation

    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 2025. See Note 15 of the Notes to Consolidated Financial Statements in our Annual Report for information, including assumptions made, regarding the valuation of equity awards.

  17. Executive Summary

    Emphasis on Performance-Based Compensation and Pay Delivery. For fiscal 2025, on average, 71% of the target direct compensation of our Named Executive Officers, other than our CEO, was performance-based. Mr. Overton continues to have a proportionately greater percentage of performance-based compensation (88%) 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 CEO and other Named Executive Officers (on average) for fiscal 2025 (equity awards are depicted at grant date fair value).

  18. Alignment of Company Performance and Pay Delivery

    Alignment of Company Performance and Pay Delivery Consistent with our pay-for-performance philosophy, 88% of our CEO target total direct compensation is at-risk and aligned with our actual performance. The table below demonstrates such alignment, showing that total shareholder return for the last three years has been increasing and, as a result, “actual” pay for the CEO in each of the past three years has exceeded “Target” pay. “Target” pay consists of annual salary, target bonus and grant date value of equity awards granted during 2025. Actual pay includes base salary, actual bonus paid for performance during the year shown, the intrinsic value of stock options and RSAs as of December 30, 2025, the intrinsic value of earned performance shares as of December 30, 2025 for 2023 grants (which was 91% of target), and the intrinsic value of target performance shares as of December 30, 2025 for 2024 and 2025 grants. 2025 “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 2025 annual meeting of stockholders, our stockholders approved, by a vote of approximately 98.9% 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 2025 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:

  19. 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 Automatic 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 Acceleration of Equity Awards—We do not provide automatic acceleration of equity awards upon retirement | | Compensation Recoupment Policy—We maintain a Clawback Policy that is in compliance with, and goes beyond, SEC rules. It applies when inaccurate financial statements have resulted in bonuses and/or equity awards to our executives and, in the case of fraud or intentional misconduct resulting in a restatement, it provides the Compensation Committee discretion to recoup all bonus and/or equity awards during the prior three-year period | No Excessive Perquisites—We generally only provide perquisites to Named Executive Officers that are available to other members of senior management | | Effectively Manage Dilution—We neutralize the impact of dilution from employee equity grants with a share repurchase program | No Tax Gross-Ups Upon Change in Control—We do not gross-up executive taxes on perquisites 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 |

  20. FISCAL 2025 PRINCIPAL ELEMENTS OF EXECUTIVE COMPENSATION

    | Element | Description | Performance Considerations | Primary Objectives | | 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 adjusted Gross Contribution for the bakery division only), and 25% on achievement of strategic goals • Adjusted EBITDAR portion (and adjusted Gross Contribution for the bakery division only) 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 | | 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 annual earnings per share 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 |

  21. FISCAL 2025 PRINCIPAL ELEMENTS OF EXECUTIVE COMPENSATION

    | Element | Description | Performance Considerations | Primary Objectives | | Retirement and Welfare Benefits | • Medical, dental, vision, life and long-term disability insurance • Non-qualified deferred compensation plan • Defined benefit retirement agreement (for CEO only) | • n/a | • 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 • Annual health physical for executives at Senior Vice President level and above • Relocation benefits on a case-by-case basis • Sabbatical leave program | • n/a | • Attract and retain talent • Provide competitive benefits • Promote health and wellbeing of senior executives |

  22. Market Positioning

    Market Positioning Our Compensation Committee, in collaboration with our CEO 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 2025, 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 the FW Cook Executive Compensation Survey. For the CEO and the Chief Financial Officer, publicly available data from the comparable companies listed below was used in such analysis. For the President of The Cheesecake Factory Incorporated, the General Counsel and the 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. 2025 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 2025 consisted of publicly traded companies in the restaurant and hotel/hospitality industries with revenue generally between one-third to three times our revenue. Median trailing four-quarter revenue at the time the Compensation Peer Group was approved was $3.36 billion, which was comparable to our revenue of $3.62 billion. The peer companies are as follows:

  23. Market Positioning

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

  24. Market Positioning

    For the 2025 Executive Compensation Peer Group, the Compensation Committee made no changes from the prior year. For the 2026 Executive Compensation Peer Group, the Compensation Committee removed Denny’s Corporation and Red Robin Gourmet Burgers, Inc., each based on their relatively small size and low revenue compared to the Company and added Restaurant Brands International Inc. and Shake Shack Inc. to bring the Company closer to the median of the group in terms of size. 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.

  25. Principal Elements of Compensation

    Annual Cash Performance Incentive Compensation. Executives and a significant number of other employees that are essential to the success of our business are eligible to receive an annual cash performance incentive bonus under the Performance Incentive Plan (“Bonus”) based on our performance against specific financial and strategic objectives. In addition, we use quarterly cash performance incentive compensation for all of our management positions in our restaurants. At the beginning of each fiscal year, the Compensation Committee establishes both the performance objectives and the formula for determining potential Bonus payments. The Compensation Committee, with the assistance of its independent compensation consultant, established two separate performance periods for the adjusted EBITDAR performance goal and the adjusted Gross Contribution goal for the bakery division only. The first performance period covered the first half of fiscal 2025 beginning on January 1, 2025 and ending on July 1, 2025, and the second performance period covered the second half of fiscal 2025 beginning on July 2, 2025 and ending on December 30, 2025. Bonuses are payable, if at all, in the first quarter of the fiscal year following the year in which such Bonuses were earned, after the Compensation Committee certifies performance relative to the pre-established objectives. Under the terms of our Performance Incentive Plan, the amount of any individual Bonus in any fiscal year may not exceed $2.5 million. Fiscal 2025 Performance Incentive Plan Design. Payouts under the fiscal 2025 Performance Incentive Plan are based 75% on the Company’s level of achievement of financial performance objectives (or, with respect to Mr. Carango, 35% on the Company’s level of achievement of financial performance objectives and 40% on bakery division’s level of achievement of 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 adjusted EBITDAR, and the strategic objectives relate to company-wide initiatives. For Mr. Carango, the financial objectives are adjusted EBITDAR and bakery division adjusted Gross Contributions, and the strategic objectives relate to bakery division-specific 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 EBITDAR as the most heavily weighted performance target for corporate executives in our annual plan for fiscal 2025. 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 2025, the Compensation Committee established adjusted EBITDAR goals that were consistent with our annual operating plan approved by the Board for fiscal 2025. 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. The Compensation Committee selected adjusted Gross Contribution as the most heavily weighted bakery division financial performance objective because it captures bakery performance and management of bakery expenses. For the adjusted EBITDAR and bakery division adjusted Gross Contribution 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 2025 Performance Achievement. In February 2026, the Compensation Committee reviewed our performance against the Company’s objectives for fiscal 2025. Following this review, the Committee certified that we achieved the following results:

  26. Principal Elements of Compensation

    | | Target Award | 2025 Actual Bonus Payout | Actual Payout Compared to Target | | David Overton | $1,442,000 | $1,445,605 | 100.25% | | David M. Gordon | $685,100 | $686,813 | 100.25% | | Matthew E. Clark | $512,000 | $513,280 | 100.25% | | Scarlett May | $424,900 | $425,962 | 100.25% | | Keith T. Carango | $345,100 | $309,037 | 89.55% |

  27. 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 CEO 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. Equity Grants in 2025. For fiscal 2025, 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 annual earnings per share; 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 and 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. Non-qualified Stock Options. 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 2025 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 2025 are subject to the achievement of three equally weighted performance conditions, which are described below. The total annual revenue growth, adjusted annual earnings per share 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 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 13, 2028 and 20% of the shares on each of February 13, 2029 and February 13, 2030. If the threshold goal is achieved, 60% to 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 2025, 2026 and 2027. This metric was selected to support strategic growth objectives. “Adjusted Annual Earnings Per Share Goal” is based upon the Company’s adjusted annual earnings per share for the three fiscal years 2025, 2026 and 2027. The adjusted annual earnings per share goal was selected because it is believed to be a significant part of our business strategy, and it has a high correlation with stockholder returns. Adjusted Annual Earnings Per Share measures our adjusted diluted net income per share as defined in reconciled from GAAP in Appendix A of this proxy statement. “Adjusted Annual Controllable Profit Goal” is based upon The Cheesecake Factory restaurants’ adjusted annual controllable profit for fiscal years 2025, 2026 and 2027. “Controllable profit” only includes expenses over which restaurant management has direct control (e.g., food and beverage costs, 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 2025, 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:

  28. Long-Term Equity-Based Compensation

    | Name | Number of Shares Subject to Non-qualified Stock Options | Number of Restricted Stock Awards-Performance Based Vesting(1) | Number of Restricted Stock Awards-Time Based Vesting(2) | Value of Combined Grants (thousands) | | David Overton | — | 56,200 | 56,200 | $5,902,124 | | David M. Gordon | — | 15,000 | 15,000 | $1,575,300 | | Matthew E. Clark | — | 13,350 | 13,350 | $1,402,017 | | Scarlett May | — | 6,700 | 6,700 | $703,634 | | Keith T. Carango | — | 5,000 | 5,000 | $525,100 |

  29. 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. (2) See “Long-Term Equity-Based Compensation—Time-Based Restricted Stock Awards” above for a description of time-based vesting conditions. Attainment of 2023 Grant Performance Condition. In 2023, as part of our annual long-term incentive program, certain of our Named Executive Officers were granted performance-based restricted shares (the “2023 - 2025 RSAs”), which were eligible to be earned based on achievement of three equally weighted performance goals during a performance period beginning January 4, 2023, and ending December 30, 2025 (the “2023 - 2025 Performance Period”). The three performance goals were total annual consolidated revenue growth, adjusted average sales per productive square foot from Company owned and operated The Cheesecake Factory restaurants as reported in the Company’s Form 10-K, and adjusted annual controllable profit margins for Company owned and operated The Cheesecake Factory restaurants (“2023 - 2025 Controllable Profit”). During the 2023 - 2025 Performance Period, the Company’s total annual revenue growth was 12.5% resulting in 42% of the target number of 2023 - 2025 RSAs subject to this metric being earned, the Company’s adjusted sales per productive square foot amount was $1,145 resulting in 98% of the target number of the 2023 - 2025 RSAs subject to this metric being earned, and the Company’s adjusted average annual 2023 - 2025 Controllable Profit amount was 30% resulting in 132% of the target number of 2023 - 2025 RSAs subject to this metric being earned. Accordingly, an aggregate of 91% of the 2023 - 2025 RSAs were earned based on achievement of the three performance goals. The earned 2023 - 2025 RSAs are subject to service-based vesting with 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.

  30. 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.

  31. 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 2025, 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 comprehensive clawback policy (our Policy on Reimbursement of Incentive Payments and Equity Awards, or the “Clawback Policy”), which applies to bonus payments and equity awards. Our Clawback Policy provides that the Company must reasonably promptly recover from certain current or former executive officers the portion of any incentive-based compensation that is erroneously awarded in the event the Company is required by applicable law or applicable accounting or auditing principles to prepare an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, regardless of fault or conduct of the executive (subject to certain limited exceptions under the Nasdaq rules). Additionally, in the case of a restatement, our Clawback Policy provides the Compensation Committee with discretion to recoup all bonus and/or equity awards (including time-based equity awards), paid or granted to a covered current or former executive officer during the prior three-year period who engaged in fraud or intentional misconduct contributing to the need for such a restatement in accordance with the Company’s Clawback Policy. 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:

  32. Governance Considerations

    A newly appointed covered officer (other than a newly appointed CEO) has five years to comply with the guidelines. A newly-appointed CEO 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. Unexercised stock options and unearned performance-based awards do not count towards the policy. 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 were in compliance with our executive stock ownership policy as of the last day of fiscal 2025. Policies And Practices Related To The Grant Of Certain Equity Awards Close In Time To The Release Of Material Nonpublic Information. We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. We maintain our Equity Granting Procedures, which provide that annual equity award grants shall be approved at a regularly scheduled meeting of the Compensation Committee (other than equity awards granted to non-employee directors, which shall be granted immediately following (and on the same day as) the annual meeting of our shareholders, and new hire awards, which may be granted by unanimous written consent) the date on which equity awards are granted shall be on or after the date that the Compensation Committee approves the proposed equity grants and the exercise price for options shall be 100% of the Fair Market Value (as defined in the Stock Plan) of the shares of the Company’s common stock on the grant date. It is the Company’s long-standing practice to grant equity awards, including stock options, when elected by an executive, at the first regularly scheduled Compensation Committee meeting in February each year.

  33. Summary Compensation Table

    Summary Compensation Table

  34. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and non-qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | David Overton Chairman of the Board and CEO | 2025 | 1,030,000 | — | 5,902,124 | — | 1,445,605 | — | 42,123 | 8,419,852 | | | 2024 | 1,073,423 | — | 5,700,105 | — | 1,353,484 | — | 36,823 | 8,163,835 | | | 2023 | 995,000 | | 5,600,595 | — | 1,020,621 | — | 42,703 | 7,658,919 | | David M. Gordon President, The Cheesecake Factory Incorporated | 2025 | 800,039 | — | 1,575,300 | — | 686,813 | — | 32,628 | 3,094,780 | | | 2024 | 813,943 | — | 1,087,796 | 362,552 | 692,511 | — | 39,781 | 2,996,583 | | | 2023 | 746,539 | — | 1,400,149 | — | 559,500 | — | 34,554 | 2,740,742 | | Matthew E. Clark Executive Vice President and Chief Financial Officer | 2025 | 635,192 | — | 1,402,017 | — | 513,280 | — | 20,893 | 2,571,382 | | | 2024 | 624,731 | — | 650,024 | 650,054 | 517,215 | — | 19,169 | 2,461,193 | | | 2023 | 601,154 | — | 625,702 | 625,013 | 416,128 | — | 17,034 | 2,285,031 | | Scarlett May Executive Vice President, General Counsel and Secretary | 2025 | 603,154 | — | 703,634 | — | 425,962 | — | 24,169 | 1,756,919 | | | 2024 | 616,365 | — | 660,497 | — | 431,959 | — | 31,213 | 1,740,034 | | | 2023 | 562,740 | — | 625,702 | — | 343,976 | — | 23,896 | 1,556,314 | | Keith T. Carango President, The Cheesecake Factory Bakery Incorporated | 2025 | 490,115 | — | 525,100 | — | 309,037 | — | 32,213 | 1,356,465 | | | 2024 | 492,808 | — | 515,272 | — | 295,703 | — | 30,971 | 1,334,754 | | | 2023 | 458,798 | — | 515,759 | — | 223,890 | — | 34,887 | 1,233,334 |

  35. Summary Compensation Table

    (1) For fiscal years 2023 and 2024, unused vacation time cashed out under the Company’s vacation cash-out policy is included under Salary. In September 2024, we transitioned our Named Executive Officers to a flexible time off arrangement, under which there are no further vacation accruals. (2) Amounts shown in these columns 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. 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. Assuming attainment at maximum performance, the fair value of the 2025 performance-vesting restricted stock is: (i) for Mr. Overton, $4,426,593; (ii) for Mr. Gordon, $1,181,475; (iii) for Mr. Clark, $1,051,513; (iv) for Ms. May, $527,726; and (v) for Mr. Carango, $393,825. Performance stock awards are subject to performance and service-vesting requirements. See Note 15 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 change in value of $115,000, $70,000 and ($197,000) in 2025, 2024, and 2023 respectively. “All other compensation” for fiscal 2025 includes the following:

  36. Summary Compensation Table

    | Name | Automobile Program ($)(a) | ESP Company Match ($)(b) | Life Insurance ($)(c) | Executive Physical Exam ($)(d) | Total ($) | | David Overton | 34,089 | — | 8,034 | — | 42,123 | | David M. Gordon | 27,084 | — | 5,544 | — | 32,628 | | Matthew E. Clark | 15,778 | — | 2,915 | 2,200 | 20,893 | | Scarlett May | 12,941 | 6,257 | 2,771 | 2,200 | 24,169 | | Keith T. Carango | 28,823 | — | 3,390 | — | 32,213 |

  37. Summary Compensation Table

    (a) Automobile Program: Each Named Executive Officer has the choice of a company-leased vehicle or automobile allowance. (b) Executive Savings Plan Matching Contributions: Each of our Named Executive Officers is eligible to participate in our Executive Savings Plan, a non-qualified deferred compensation plan. Additional information regarding this plan appears in this Proxy Statement in the section entitled “Non-qualified 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 each year.

  38. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table shows all restricted shares and stock options granted to Named Executive Officers under the Stock Plan during fiscal 2025, as well as the range of potential Bonuses that were achievable in fiscal 2025 under our Performance Incentive Plan.

  39. Grants of Plan-Based Awards in Fiscal 2025

    | 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 | 270,375 | 1,442,000 | 1,982,750 | | | | | | | | 2/13/2025 | | | | | | | 56,200 | 2,951,062 | | | 2/13/2025 | | | | 33,720 | 56,200 | 84,300 | | 2,951,062 | | David M. Gordon | n/a | 128,476 | 685,100 | 942,053 | | | | | | | | 2/13/2025 | | | | | | | 15,000 | 787,650 | | | 2/13/2025 | | | | 9,000 | 15,000 | 22,500 | | 787,650 | | Matthew E. Clark | n/a | 96,000 | 512,000 | 704,000 | | | | | | | | 2/13/2025 | | | | | | | 13,350 | 701,009 | | | 2/13/2025 | | | | 8,010 | 13,350 | 20,025 | | 701,009 | | Scarlett May | n/a | 79,699 | 424,900 | 584,238 | | | | | | | | 2/13/2025 | | | | | | | 6,700 | 351,817 | | | 2/13/2025 | | | | 4,020 | 6,700 | 10,050 | | 351,817 | | Keith T. Carango | n/a | 64,731 | 345,100 | 474,513 | | | | | | | | 2/13/2025 | | | | | | | 5,000 | 262,550 | | | 2/13/2025 | | | | 3,000 | 5,000 | 7,500 | | 262,550 |

  40. Grants of Plan-Based Awards in Fiscal 2025

    (1) The threshold Bonus amounts assume achievement of 75% of the adjusted EBITDAR (and, with respect to Mr. Carango, additionally 75% of the bakery division adjusted Gross Contribution) objective and none of the strategic objectives. Target Bonus amounts assume achievement of 100% of the adjusted EBITDAR (and, with respect to Mr. Carango, additionally 100% of the bakery division adjusted Gross Contribution) objective and 100% of the strategic objectives. Maximum Bonus amounts assume achievement of 115% or more of the adjusted EBITDAR (and, with respect to Mr. Carango, additionally 115% of the bakery division adjusted Gross Contribution) objective and 100% of the strategic objective. For actual amounts paid under the Performance Incentive Plan for fiscal 2025, 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 2025, 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 2025, as follows: 140% for Mr. Overton; 85% for Mr. Gordon; 80% for Mr. Clark; and 70% for each of the other Named Executive Officers. (3) The restricted stock awards are subject to achievement of total annual revenue growth, adjusted annual earnings per share and adjusted annual controllable profit performance conditions for fiscal years 2025, 2026, and 2027, measured once at the end of the 2027 fiscal year. This award is eligible to be earned from 60% to 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 annual earnings per share 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 15 of the Notes to Consolidated Financial Statements in our Annual Report for information, including assumption used, regarding the valuation of equity awards.

  41. 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 December 30, 2025, the last day of fiscal 2025. The vesting schedules set forth in the footnotes are subject to continued service with the Company.

  42. Outstanding Equity Awards At Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | Restricted Stock | | PSU/PSA Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Exercised 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 | 02/13/2019 | 104,000 | | 46.03 | 02/13/2027 | | | | | | | 02/18/2020 | 67,380 | | 40.16 | 02/18/2030 | | | | | | | 02/10/2021 | | | | | 10,030 | 501,600 | | | | | 04/01/2021 | | | | | 9,148 | 457,491 | | | | | 02/10/2022 | | | | | 47,490 | 2,374,975 | | | | | 02/16/2023 | | | | | 138,560 | 6,929,386 | | | | | 02/15/2024 | | | | | 81,640 | 4,082,816 | 81,640 | 4,082,816 | | | 02/13/2025 | | | | | 56,200 | 2,810,562 | 56,200 | 2,810,562 | | David M. Gordon | 02/18/2020 | 11,040 | | 40.16 | 02/18/2030 | | | | | | | 02/15/2024 | | 23,304 | 34.91 | 02/15/2034 | | | | | | | 02/10/2021 | | | | | 2,510 | 125,525 | | | | | 04/01/2021 | | | | | 2,290 | 114,523 | | | | | 02/10/2022 | | | | | 11,854 | 592,819 | | | | | 02/16/2023 | | | | | 34,640 | 1,732,346 | | | | | 02/15/2024 | | | | | 10,390 | 519,604 | 20,770 | 1,038,708 | | | 02/13/2025 | | | | | 15,000 | 750,150 | 15,000 | 750,150 | | Matthew E. Clark | 02/18/2020 | 68,900 | | 40.16 | 02/18/2030 | | | | | | | 02/16/2023 | 15,888 | 23,832 | 40.42 | 02/16/2033 | | | | | | | 02/15/2024 | 10,446 | 41,784 | 34.91 | 02/15/2034 | | | | | | | 02/10/2021 | | | | | 2,280 | 114,023 | | | | | 04/01/2021 | | | | | 2,078 | 103,921 | | | | | 02/10/2022 | | | | | 10,752 | 537,707 | | | | | 02/16/2023 | | | | | 15,480 | 774,155 | | | | | 02/15/2024 | | | | | | | 18,620 | 931,186 | | | 02/13/2025 | | | | | 13,350 | 667,634 | 13,350 | 667,634 | | Scarlett May | 02/10/2021 | | | | | 1,130 | 56,511 | | | | | 04/01/2021 | | | | | 1,029 | 51,461 | | | | | 02/10/2022 | | | | | 5,482 | 274,155 | | | | | 02/16/2023 | | | | | 15,480 | 774,154 | | | | | 02/15/2024 | | | | | 9,460 | 473,095 | 9,460 | 473,095 | | | 02/13/2025 | | | | | 6,700 | 335,067 | 6,700 | 335,067 | | Keith T. Carango | 02/10/2021 | | | | | 920 | 46,009 | | | | | 04/01/2021 | | | | | 838 | 41,908 | | | | | 02/10/2022 | | | | | 4,308 | 215,443 | | | | | 02/16/2023 | | | | | 12,760 | 638,128 | | | | | 02/15/2024 | | | | | 7,380 | 369,074 | 7,380 | 369,074 | | | 02/13/2025 | | | | | 5,000 | 250,050 | 5,000 | 250,050 |

  43. Outstanding Equity Awards At Fiscal Year End

    (1) All options listed vest at a rate of 20% per year on each annual anniversary of the grant date. 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 three equally weighted performance goals (total annual revenue growth goal; adjusted annual controllable profit goal; and either: (i) for grant dates prior to 2024, adjusted average annual sales per productive square foot or (ii) for 2024 and 2025 grants, adjusted annual earnings per share goal); and 20% on each of the fourth and fifth anniversaries of the date of grant, subject to continued service. The market value of outstanding stock awards is based on a per share (or unit) value of $50.01, the closing market price of our common shares on December 30, 2025, the last day of fiscal 2025. 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.

  44. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows, for fiscal 2025, all stock options exercised by Named Executive Officers and shares of their restricted stock that vested:

  45. Option Exercises and Stock Vested

    | | Non-qualified Stock Option Awards | | Restricted Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | David Overton | 179,300 | 1,072,940 | 101,624 | 5,398,472 | | David M. Gordon | 95,826 | 1,183,765 | 25,128 | 1,334,164 | | Matthew E. Clark | 80,900 | 682,036 | 22,777 | 1,209,290 | | Scarlett May | 39,600 | 502,322 | 12,248 | 652,225 | | Keith T. Carango | 50,500 | 609,466 | 9,238 | 490,732 |

  46. Option Exercises and Stock Vested

    (1) The value realized upon exercise is 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 December 30, 2025, the last day of fiscal 2025.

  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) | — | 5,240,000(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 2026, 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 2025 - 2026 employment agreement and a discount rate of 4.14% based on the 10 Year Treasury Yield Rate in effect as of December 30, 2025.

  50. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation We adopted the 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 non-qualified 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 are currently 100% vested in our matching contributions. The Executive Savings Plan is an unfunded, nonqualified plan. Currently, the Company does, but is not required to, maintain a “rabbi” trust account at a value approximately equivalent to the liability of the plan 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. Earnings accumulate on account balances based on individual investment choices. Generally, investment alternatives are the same as those provided under our 401(k) plan except that where the administrator of the Executive Savings Plan does not offer the same investment option, a similar option is selected. 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 2025 that was deferred into the Executive Savings Plan by each Named Executive Officer during fiscal 2025:

  51. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION

  52. NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Fiscal 2025 $(1) | Company Contributions in Fiscal 2025 $(2) | Aggregate Earnings/(Losses) in Fiscal 2025 $ | Aggregate Withdrawals or Distributions in Fiscal 2025 $ | Aggregate Balance at December 30, 2025 $(3) | | David Overton | — | — | 62,435 | — | 488,098 | | David M. Gordon | — | — | 286,597 | — | 2,160,610 | | Matthew E. Clark | — | — | 78 | — | 2,943 | | Scarlett May | 37,544 | 6,257 | 8,901 | 48,884 | 103,881 | | Keith T. Carango | — | — | — | — | — |

  53. NON-QUALIFIED 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 4 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, $100,658 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, $26,691 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 vest in full 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, 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. Pursuant to the award agreements evidencing stock options and restricted stock granted to the Named Executive Officers under the 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) 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. CEO. Pursuant to Mr. Overton’s Employment Agreement, if Mr. Overton’s employment were terminated by us without Cause or if he voluntarily resigns from his employment due to a Constructive Termination, then provided he timely executes a general release of claims and continues to comply with restrictive covenants, he or his estate would be entitled to receive continued payment of his then current annual base salary (on regular payroll dates) for a period of twenty-four (24) months from the date of termination (the “Continuation Period”) and a pro-rata bonus for the fiscal year in which the termination occurred based on length of service during such fiscal year prior to the termination date and actual performance. Through the end of the Continuation Period (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 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 December 30, 2025, the last business day of our fiscal 2025; (ii) the intrinsic value of non-qualified stock option share acceleration is computed by multiplying the difference between the applicable exercise prices and the market price of our common stock on December 30, 2025 ($50.01) 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 December 30, 2025 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 2025 at the level set forth in the “Summary Compensation Table.”

  55. CEO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 30, 2025

    CEO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 30, 2025

  56. CEO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 30, 2025

    | | 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(2) | — | — | 257,500 | — | 257,500 | — | | Pro-Rata Bonus(3) | — | — | 1,445,605 | — | 1,445,605 | — | | Intrinsic Value of Equity Acceleration | — | 24,050,209(4) | 24,050,209(5) | 24,050,209(6) | 13,776,955(7) | — | | Benefits and Other Perquisites(8) | — | — | 10,531 | — | 10,531 | — | | Health & Welfare Benefits(8) | — | — | 4,911 | — | 4,911 | — | | Gross-up on Excise Tax | — | — | — | — | — | — | | Founder’s Retirement Benefit(9) | — | — | 5,240,000 | 5,240,000 | 5,240,000 | 5,240,000 | | Total CEO Benefit | — | 24,050,209 | 31,008,756 | 29,290,209 | 20,735,502 | 5,240,000 |

  57. CEO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 30, 2025

    (1) 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). (2) 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, 2026. (3) Amounts represent the value of Mr. Overton’s annual bonus assuming that performance objectives for fiscal year 2025 under our Performance Incentive Plan were satisfied at the levels set forth in the “Summary Compensation Table”, as certified by our Compensation Committee in 2026, 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. (4) Amount represents 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. (5) Amount 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. Amount represents 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 $515,000 in life insurance proceeds upon his death (i.e., 50% of his base salary for 2025). Amount represents 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. (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 4.14% discount rate (based on the 10 Year Treasury Yield Rate in effect on December 30, 2025) and 12 monthly payments for each year. Named Executive Officers other than CEO. 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 December 30, 2025, the last business day of our fiscal 2025; (ii) the intrinsic value of non-qualified stock option share acceleration is computed by multiplying the difference between the applicable exercise prices and the market price of our common stock on December 30, 2025 ($50.01) 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 December 30, 2025 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 2025 at the level set forth in the “Summary Compensation Table” for each individual.

  58. EXECUTIVE OFFICERS OTHER THAN CEO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 30, 2025

    EXECUTIVE OFFICERS OTHER THAN CEO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 30, 2025

  59. EXECUTIVE OFFICERS OTHER THAN CEO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 30, 2025

    | | 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) | — | — | 806,000 | 806,000 | 806,000 | 806,000 | — | | Pro-Rata Bonus(6) | — | — | 686,813 | 686,813 | 686,813 | 686,813 | — | | Intrinsic Value of Equity Acceleration | — | 5,975,715 | 5,975,715(4) | 5,975,715(3) | 5,975,715(3) | 3,364,865(3) | — | | Health & Welfare Benefits(7) | — | — | 19,433 | 19,433 | 19,433 | 19,433 | — | | Gross-up on Excise Tax | — | — | — | — | — | — | — | | David M. Gordon Total | — | 5,975,715 | 7,487,961 | 7,487,961 | 7,487,961 | 4,877,111 | — | | Matthew E. Clark | | | | | | | | | Cash Severance(5) | — | — | 640,000 | 640,000 | 640,000 | 640,000 | — | | Pro-Rata Bonus(6) | — | — | 513,280 | 513,280 | 513,280 | 513,280 | — | | Intrinsic Value of Equity Acceleration | — | 4,655,746 | 4,655,746(4) | 4,655,746(3) | 4,655,746(3) | 2,495,089(3) | — | | Health & Welfare Benefits(7) | — | — | 19,357 | 19,357 | 19,357 | 19,357 | — | | Gross-up on Excise Tax | — | — | — | — | — | — | — | | Matthew E. Clark Total | — | 4,655,746 | 5,828,383 | 5,828,383 | 5,828,383 | 3,667,726 | — | | Scarlett May | | | | | | | | | Cash Severance(5) | — | — | 607,000 | 607,000 | 607,000 | 607,000 | — | | Pro-Rata Bonus(6) | — | — | 425,962 | 425,962 | 425,962 | 425,962 | — | | Intrinsic Value of Equity Acceleration | — | 2,772,604 | 2,772,604 (4) | 2,772,604(3) | 2,772,604(3) | 1,569,164(3) | — | | Health & Welfare Benefits(7) | — | — | 19,342 | 19,342 | 19,342 | 19,342 | — | | Gross-up on Excise Tax | — | — | — | — | — | — | — | | Scarlett May Total | — | 2,772,604 | 3,824,908 | 3,824,908 | 3,824,908 | 2,621,468 | — | | Keith T. Carango | | | | | | | | | Cash Severance(5) | — | — | 493,000 | 493,000 | 493,000 | 493,000 | — | | Pro-Rata Bonus(6) | — | — | 309,037 | 309,037 | 309,037 | 309,037 | — | | Intrinsic Value of Equity Acceleration | — | 2,179,736 | 2,179,736(4) | 2,179,736(3) | 2,179,736(3) | 1,210,742(3) | — | | Health & Welfare Benefits(7) | — | — | 15,100 | 15,100 | 15,100 | 15,100 | — | | Gross-up on Excise Tax | — | — | — | — | — | — | — | | Keith T. Carango Total | — | 2,179,736 | 2,996,873 | 2,996,873 | 2,996,873 | 2,027,879 | — | | Total Payments (including those for Mr. Overton (see CEO Table above)) | — | 39,634,010 | 51,146,881 | 49,428,334 | 49,428,334 | 33,929,686 | 5,240,000 |

  60. EXECUTIVE OFFICERS OTHER THAN CEO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF DECEMBER 30, 2025

    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 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. (4) 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. (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 2025 under our Performance Incentive Plan were satisfied at the levels set forth in the “Summary Compensation Table”, as certified by our Compensation Committee in 2026, 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 CEO. 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 2025: • The median of the annual total compensation of all employees of our Company (other than our CEO) was $31,381 and represents the total compensation of a part-time staff member working approximately twenty hours per week; and • The annual total compensation of our CEO, as reported in the “Summary Compensation Table,” was $8,419,852. Based on this information, for fiscal 2025, our CEO’s annual total compensation was 268 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 CEO, we took the following steps: We determined that as of December 30, 2025, our employee population consisted of 47,635 individuals. This population consisted of both full-time and part-time employees. As part of our methodology, we excluded any new or seasonal employees who have not provided services and as a result have no earnings and, in reliance with the “de minimis” exemption under Item 402(u) of Regulation S-K, we excluded all employees in Canada totaling 258 or approximately 0.54% 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 IRS on Form W-2 for 2025. 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 CEO) was $31,381 and represents a part-time staff member working approximately twenty hours per week. 4. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2025 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 $31,381. With respect to the annual total compensation of our CEO, 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 28, 2021; January 3, 2023; January 2, 2024; December 31, 2024; and December 30, 2025, 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) | | 2025 | 8,419,852 | 10,443,388 | 2,194,886 | 2,584,464 | 150.15 | 93.51 | 148 | 621 | | 2024 | 8,163,835 | 14,891,351 | 2,133,141 | 3,357,423 | 139.54 | 110.40 | 157 | 575 | | 2023 | 7,658,919 | 7,434,904 | 1,953,855 | 1,881,426 | 98.29 | 92.01 | 101 | 498 | | 2022 | 7,181,744 | 3,567,483 | 1,802,879 | 1,203,895 | 89.62 | 77.48 | 43 | 418 | | 2021 | 7,375,204 | 8,556,512 | 1,877,590 | 2,038,099 | 107.25 | 97.35 | 72 | 450 |

  64. Pay Versus Performance

    (1) The Principal Executive Officer (“PEO”) in all five reporting years is our CEO, David Overton. The NEOs in all five 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 fiscal 2025 reflects 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 ($) | Plus (Minus) Change As of the End of the Covered Fiscal Year (From the End of the Prior Fiscal Year) in Fair Value of Any Awards Granted in Any Prior Fiscal Year That Are Outstanding and Unvested As of the End of the Covered Fiscal Year ($) | Plus (Minus) Change As of the Vesting Date (From the End of the Prior Fiscal Year) in Fair Value of Any Awards Granted in any Prior Fiscal Year for Which All Applicable Vesting Conditions Were Satisfied at the End of or During the Covered 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 | | | | | | | | | 2025 | 8,419,852 | 5,902,124 | 5,683,582 | 917,181 | 1,028,872 | 296,025 | 10,443,388 | | 2024 | 8,163,835 | 5,700,105 | 8,210,763 | 3,122,612 | 888,954 | 205,292 | 14,891,351 | | 2023 | 7,658,919 | 5,600,595 | 4,594,289 | (93,689) | 825,115 | 50,865 | 7,434,904 | | 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 | | Average Non-PEO NEOs | | | | | | | | | 2025 | 2,194,886 | 1,051,513 | 1,012,578 | 174,849 | 203,121 | 50,543 | 2,584,464 | | 2024 | 2,133,141 | 981,549 | 1,483,374 | 547,549 | 141,378 | 33,530 | 3,357,423 | | 2023 | 1,953,855 | 948,081 | 746,742 | (14,144) | 132,562 | 10,492 | 1,881,426 | | 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 |

  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 December 30, 2025 and prior fiscal years. For the relevant fiscal year, represents the cumulative total shareholder return indexed to an initial investment of $100 per share of the S&P 600 Restaurants Index on December 29, 2020. Adjusted EBITDAR is a non-GAAP measure and is defined and reconciled 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 adjusted EBITDAR, in each case, for the fiscal years ended December 28, 2021; January 3, 2023; January 2, 2024; December 31, 2024; and December 30, 2025. TSR amounts reported in the graph assume an initial fixed investment of $100 on December 29, 2020, 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 December 30, 2025 to Company performance: Adjusted EBITDAR; • Revenue growth; • Adjusted annual earnings per share; 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.