DEF 14A of Sweetgreen, Inc., Apr 19, 2024

DEF 14A of Sweetgreen, Inc.

Filed Apr 19, 2024 · FY20230001628280-24-016941

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Board and Corporate Governance Highlights

    Board and Corporate Governance Highlights The Nominating, Environmental, Social and Governance Committee (the “NESG Committee”) seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct our business. To that end, the NESG Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, share our mission and vision, and possess other qualities that the NESG Committee views as critical to the effective functioning of the Board. To provide a mix of experience and perspective on the Board, the NESG Committee also takes into account geographic, gender, sexual orientation, age, racial, and ethnic diversity. Through their work, we have assembled a Board composed of members with diverse backgrounds, skills, and experience, and we believe this diversity contributes to an effective and well-balanced Board that is able to provide valuable insight into, and effective oversight of, our senior management team. Below is a breakdown of the composition of our nominees for director by gender, age, and racial/ethnic diversity.

  3. General

    General Sweetgreen’s Board currently consists of nine directors. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until their successor is elected, or, if sooner, until the director’s death, resignation, or removal. Each nominee has previously been elected by our stockholders. It is our policy to encourage nominees for directors to attend the Annual Meeting. Directors are elected by a plurality of the votes cast. Accordingly, the nine nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nine nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by Sweetgreen. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

  4. Nominees

    Nominees The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills of each nominee that led the NESG Committee to recommend that person as a nominee for director, as of April 1, 2024. Each of the members of the NESG Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. Neil Blumenthal. Mr. Blumenthal, age 43, has served as a member of our Board since April 2018. Since February 2010, Mr. Blumenthal has served as the Co-Chief Executive Officer at Warby Parker, Inc., a direct-to-consumer lifestyle brand focused on vision for all. Prior to co-founding Warby Parker in 2010, Mr. Blumenthal served as director of VisionSpring, a nonprofit social enterprise that trains low-income women to start their own business selling affordable eyewear to individuals living in developing countries. Mr. Blumenthal serves on the boards of directors for Allbirds, Inc. and Warby Parker, Inc., and for the following the non-profit organizations: Warby Parker Impact Foundation, the Partnership Fund for New York City, Tech:NYC, and RxArt. He is also a General Partner of Good Friends, LLC, a venture capital firm. He holds a B.A. from Tufts University and a M.B.A. from The Wharton School of the University of Pennsylvania. We believe Mr. Blumenthal is qualified to serve on our Board due to his experience in the consumer product and technology industries as a founder and executive officer. Julie Bornstein. Ms. Bornstein, age 54, has served as a member of our Board since May 2021. Since July 2023, Ms. Bornstein has served as co-founder and Chief Executive Officer of a private technology company startup. From January 2023 to June 2023, Ms. Bornstein served as an advisor to, and until January 2023 served as an executive at, Pinterest, Inc. following its acquisition of THE YES, a personalized shopping app company that Ms. Bornstein founded and where she served as the founder and Chief Executive Officer, from January 2018 until it was acquired by Pinterest in June 2022. She served as the Chief Operating Officer of Stitch Fix, Inc., a personal style service and online retailer, from March 2015 to September 2017. Previously, Ms. Bornstein served as Chief Marketing Officer and Chief Digital Officer of Sephora LVMH from August 2007 to March 2015. She has also served as a member of the board of directors of Redfin Corporation and WW International, Inc. since October 2016 and February 2019, respectively. Ms. Bornstein holds a B.A. and M.B.A. from Harvard University. We believe Ms. Bornstein is qualified to serve on our Board due to her experience in the consumer product and technology industries as a founder and executive officer. Cliff Burrows. Mr. Burrows, age 64, has served as a member of our Board since June 2020. Since April 2022, Mr. Burrows has served as Executive Advisor to Starbucks Corporation, a multinational coffee company. From April 2001 to January 2020, Mr. Burrows served in various executive roles at Starbucks. He served as Group President, Siren Retail business from October 2016 to January 2020, as Group President U.S. & America segment from September 2011 to October 2016, and as President of Starbucks U.S. from March 2008 to September 2011. We believe Mr. Burrows is qualified to serve on our Board due to his extensive experience in the restaurant industry as an executive officer. Nicolas Jammet. Mr. Jammet, age 39, is one of our founders and has served in various executive roles since our inception, most recently as our Chief Concept Officer since December 2017. Mr. Jammet has also served as our Secretary since December 2020 and as a member of our Board since October 2009. As Chief Concept Officer, Mr. Jammet is responsible for overseeing our culinary department. From October 2009 to June 2014, Mr. Jammet served as our President, and from June 2014 to December 2017, Mr. Jammet served as our Co-Chief Executive Officer. He holds a B.S. from Georgetown University’s McDonough School of Business. We believe Mr. Jammet is qualified to serve on our Board due to the perspective and experience he brings as one of our founders and our Chief Concept Officer. Valerie Jarrett. Ms. Jarrett, age 67, has served as a member of our Board since August 2020. Ms. Jarrett has served in various roles for The Barack Obama Foundation since January 2021, most recently serving as Chief Executive Officer and a member of the board of directors since October 2021. Prior to that, she served as President from January 2021 to October 2021. She has also served as a Senior Distinguished Fellow at the University of Chicago Law since January 2018. Ms. Jarrett previously served as a Senior Advisor to The Barack Obama Foundation from April 2017 to December 2020. During the Administration of President Barack Obama, Ms. Jarrett served as Senior Advisor to the President, Assistant to the President for Public Engagement and Intergovernmental Affairs, and Chairperson of the White House Council on Women and Girls from 2009 to 2017. She currently serves as a member of the boards of directors of Ralph Lauren Corporation, Ariel Investments, the University of Chicago, and Walgreens Boots Alliance, among other private, charitable, and non-profit initiatives, and previously served on the board of directors of Lyft, Inc. and 2U, Inc. Ms. Jarrett holds a B.A. from Stanford University and a J.D. from the University of Michigan Law School. We believe Ms. Jarrett is qualified to serve on our Board due to her experience in law, policy, and serving as a member of public company boards of directors. Youngme Moon. Dr. Moon, age 59, has served as a member of our Board since November 2016. Dr. Moon has served as the Donald K. David Professor of Business Administration at Harvard Business School since July 2008, having joined the faculty in June 1998. From August 2010 to August 2014, she served as the school’s Senior Associate Dean for strategy and innovation and the Senior Associate Dean for its MBA Program. Dr. Moon is also a member of the boards of directors of MasterCard Incorporated, Unilever PLC, and Warby Parker, Inc. She previously served on the board of directors of Avid Technology, Inc. Dr. Moon holds a B.A. from Yale University, an M.A. from Stanford University, and a Ph.D. from Stanford University. We believe Dr. Moon is qualified to serve on our Board due to her extensive expertise in business administration and serving as a member of public company boards of directors. Jonathan Neman. Mr. Neman, age 39, is one of our founders and has served in various executive roles since our inception, most recently as our President since February 2018 and Chief Executive Officer since December 2017. Mr. Neman has served as a member of our Board since October 2009. Prior to his roles as President and Chief Executive Officer, Mr. Neman served as our Co-Chief Executive Officer from October 2009 to December 2017. He holds a B.S. from Georgetown University’s McDonough School of Business. We believe Mr. Neman is qualified to serve on our Board due to the perspective and experience he brings as one of our founders and our Chief Executive Officer.

  5. Nominees

    Nathaniel Ru. Mr. Ru, age 38, is one of our founders and has served in various executive roles since our inception, most recently as our Chief Brand Officer since December 2017. Mr. Ru has also served as our Treasurer since December 2020 and as a member of our Board since October 2009. As Chief Brand Officer, Mr. Ru is responsible for overseeing our marketing, creative, and brand departments. From October 2009 to December 2017, he served as our Co-Chief Executive Officer. Mr. Ru served as a member of the board of directors of L.A. Kitchen, a food-based training program and social enterprise, from November 2016 to November 2018. He holds a B.S. from Georgetown University’s McDonough School of Business. We believe Mr. Ru is qualified to serve on our Board due to the perspective and experience he brings as one of our founders and our Chief Brand Officer. Bradley Singer. Mr. Singer, age 57, has served as a member of our Board since January 2021. From January 2015 to December 2021, Mr. Singer served as Chief Operating Officer of ValueAct Capital, an investment company. He also served as an investment partner of ValueAct Capital from May 2012 to June 2021. From July 2008 to March 2012, he served as Senior Executive Vice President and Chief Financial Officer of Discovery Communications, Inc., and from December 2001 to June 2008, he served as the Chief Financial Officer and Treasurer of American Tower Corporation. Mr. Singer has served on the board of directors of Redfin Corporation since March 2022 and previously served on the boards of directors of Citizens Communication Corporation, Martha Stewart Living Omnimedia, Inc., Motorola Solutions, Inc., and Rolls-Royce Holdings. Mr. Singer holds a B.S. from the University of Virginia and a M.B.A. from Harvard Business School. We believe Mr. Singer is qualified to serve on our Board due to his extensive experience in the technology and consumer industries as an executive officer. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.

  6. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table shows for the fiscal year ended December 31, 2023 certain information with respect to the compensation of our non-employee directors:

  7. Non-Employee Director Compensation

    | Name(1) | Fees earned or paid in cash ($) | Stock Awards ($)(2)(3) | Total ($) | | Neil Blumenthal | 50,000 | 108,649 | 158,649 | | Julie Bornstein | 50,000 | 108,649 | 158,649 | | Cliff Burrows | 85,000 | 108,649 | 193,649 | | Valerie Jarrett | 60,000 | 108,649 | 168,649 | | Youngme Moon | 50,000 | 108,649 | 158,649 | | Bradley Singer | 70,000 | 108,649 | 178,649 |

  8. Non-Employee Director Compensation

    (1) The aggregate number of shares subject to outstanding stock options held by each director listed in the table above as of December 31, 2023 was as follows: 50,000 for Ms. Bornstein and 50,000 for Mr. Singer. In addition, certain of our directors hold shares of common stock that were issued upon the early exercise of stock options. (2) The amounts reported here do not reflect the actual economic value realized by our directors. In accordance with SEC rules, this column represents the grant date fair value of shares underlying restricted stock units, calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification, Topic 718 (“ASC Topic 718”). (3) The aggregate number of shares subject to outstanding restricted stock units held by each director listed in the table above as of December 31, 2023 was as follows: 10,417 for Mr. Blumenthal, 10,417 for Mr. Burrows, 10,417 for Ms. Jarrett, and 10,417 for Mr. Singer. Mr. Neman, our President and Chief Executive Officer and Chair of our Board, Mr. Jammet, our Chief Concept Officer and a member of our Board, and Mr. Ru, our Chief Brand Officer and a member of our Board, do not receive any additional compensation for their service on the Board. Mr. Neman's compensation as a named executive officer is set forth below under “Executive Compensation—Summary Compensation Table.”

  9. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board adopted a non-employee director compensation policy in September 2021 that became effective in November 2021. This compensation policy provides that each such non-employee director will receive the following compensation for service on our board of directors: •an annual cash retainer of $50,000 for eligible directors; •an annual cash retainer of $70,000 for service as lead independent director (in lieu of the regular annual retainer described above); •additional cash retainers of $20,000 for service as the chair of the audit committee, $15,000 for service as the chair of the compensation committee, and $10,000 for service as the chair of the NESG committee; •an annual, fully vested restricted stock unit award granted at each annual meeting of our stockholders to each non-employee director serving on such date, with a value equal to $200,000 (the “Annual RSU”); and •for a non-employee director joining our board of directors after an annual meeting, a fully vested restricted stock unit award having a value equal to $200,000 multiplied by the applicable percentage based on the fiscal quarter of such non-employee director’s start date as follows: (i) 75% if the start date is in the third fiscal quarter of the year in which the annual meeting occurred, (ii) 50% if the start date is in the fourth fiscal quarter of such year, and (iii) 25% if the start date is in the first fiscal quarter of the following year. If the start date is in the second fiscal quarter of the year following such annual meeting, no grant shall be provided until the full $200,000 grant at the next annual meeting as described above. In April 2023, in order to help limit dilution at a time we believed the Company's stock price was low and positioned for potential growth, each of the non-employee directors agreed to a one-time, voluntary reduction in the equity portion of their compensation that would be paid if they were re-elected to serve on the Board at the Company’s 2023 Annual Shareholders Meeting, which was held in June 2023. Accordingly, instead of receiving a grant of restricted stock units with a value equal to $200,000, each non-employee director agreed that, upon re-election in 2023, such grant would have a value equal to $100,000. The size of each non-employee director’s grant of restricted stock units, upon election or re-election in 2024, will once again have an economic value equal to $200,000 Pursuant to the non-employee director compensation policy, the compensation described above is subject to the limits on non-employee director compensation set forth in the Company’s 2021 Equity Incentive Plan (the "2021 Plan"). Each of the restricted stock unit awards described above have been and, with respect to the 2024 award, are expected to be, granted under our 2021 Plan. We have also adopted a deferral program which allows non-employee directors to defer receipt of shares that may vest under future Annual RSUs until the earlier to occur of the following dates/events (a) the 30-day period commencing on January 1 of a future calendar year, (b) within the 30th day following a separation from service, (c) the date a Change in Control as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or (d) the 30th day following such director’s death or disability as defined in Section 409A. We will also continue to reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.

  10. Compensation Program Objectives and Elements

    | Annual Performance Bonus (at-risk cash) | Motivates and rewards for the achievement of one or more key annual financial goals. For fiscal year 2023, we used a singular financial goal, which was the achievement of a target based on Adjusted EBITDA. | Target bonus opportunities are generally reviewed annually and determined based upon positions that have similar impact on the organization as well as peer group data and/or market survey data. Actual bonus amounts are dependent upon the achievement of the applicable financial objective(s) determined and communicated near the beginning of the year. Actual bonus amounts are determined after the end of the year following the certification of the applicable financial results. | | Equity (long-term, at-risk equity) | Motivates and rewards for long-term Company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Equity opportunities are generally reviewed annually and typically granted during the first calendar quarter of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. |

  11. Compensation Program Objectives and Elements

    We do not have any formal policies for allocating compensation among cash and equity-based compensation, but our general practice is to weigh more heavily towards equity-based compensation than total cash compensation provided to our executives, when viewed over a multiple year period. In any particular year, the ratio of awarded equity-based compensation to total compensation may vary because the Committee considers various factors in awarding equity including the amount of unvested equity remaining for each individual executive, the potential compensation that would be realized by the executives for their equity, inclusive of vesting of their unvested awards, after modeling different potential future stock prices, and the dilutive impact to our shareholders of granting new equity awards to our executives. We also provide the opportunity for our named executive officers to enroll in benefits that are available to all of our employees, including retirement benefits under the Company’s 401(k) plan, weekly Sweetgreen restaurant credits, and participation in employee health and welfare benefit plans. In October 2022, we suspended the match under our 401(k) plan for all employees and have not yet reinstituted this benefit.

  12. Determining Executive Compensation

    Determining Executive Compensation Role of our Compensation Committee, Board, and Management The Compensation Committee is appointed by our Board and has responsibilities related to the compensation of the Company’s directors, officers, and employees and the development and administration of the Company’s compensation plans. For details on the Compensation Committee’s oversight of the executive compensation program, see the section titled “Information Regarding Meetings and Committees of the Board—Compensation Committee” in this Proxy Statement. Our Compensation Committee consists solely of independent members of the Board. The Compensation Committee reviews all compensation paid to our executive officers, including our named executive officers. The Chief Executive Officer (“CEO”) evaluates and provides to the Compensation Committee performance assessments and compensation recommendations with respect to all executive officers other than himself. The CEO does not participate in the deliberations concerning, or the determination of, his own compensation. The Compensation Committee makes final determinations with respect to executive compensation matters for all executive officers other than our CEO and the two additional founders. With respect to the CEO and two other founders’ compensation, the Compensation Committee recommends any changes to the full Board for final approval of the independent directors. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice, or otherwise participate in committee meetings. The Compensation Committee typically meets quarterly to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance bonus, and equity awards) for our named executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions, or other special circumstances as the committee determines appropriate. The Compensation Committee does not delegate authority to approve named executive officer compensation. The Committee does not maintain a formal policy regarding the timing of equity awards to our named executive officers.

  13. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The Compensation Committee has retained Semler Brossy Consulting Group LLC ("Semler Brossy") as its compensation consultant. During fiscal year 2023, Semler Brossy provided the following services, as directed by the committee: •Assessed the peer group composition for continued relevance and recommended updates to the composition for fiscal year 2024, to add additional focus on restaurant-oriented companies. •Reviewed and assessed our compensation practices and the cash and equity compensation levels of our executive officers, including our named executive officers. •Reviewed and assessed our annual cash performance bonus program, including the metrics, payout levels, and caps. •Reviewed and assessed our equity compensation programs and conducted an equity burn rate and overhang analysis. •Advised on regulatory developments relating to executive compensation. •Conducted a review of proposed stock ownership guidelines for our non-employee directors and executive officers. •Collaborated with management on an assessment of compensation-related risks relating to employee compensation. •Conducted a review of our non-employee director compensation policies and practices. The Compensation Committee has analyzed whether the work of Semler Brossy as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC rules and NYSE listing standards. Based on its analysis, our Compensation Committee determined that the work of Semler Brossy and the individual compensation advisors employed by Semler Brossy does not create any conflict of interest pursuant to the SEC rules and NYSE listing standards.

  14. Compensation Peer Group

    Compensation Peer Group For fiscal year 2023, Semler Brossy proposed, and the Compensation Committee approved, a group of companies that would be appropriate peers based on our Company’s industry focus, revenue size, and business model relevance. The Committee looked for companies with relevant business models in high growth restaurants, high growth lifestyle brands and/or disruptive consumer brands, and E-Commerce platforms, with annual revenue size between $200M and $2B. Preference was given to companies with a recent IPO/listing, category disruptors, and mission/value-based companies. The peer group with respect to fiscal year 2023 was as follows:

  15. Compensation Peer Group

    | Allbirds, Inc. | First Watch Restaurant Group, Inc. | The RealReal, Inc. | | BARK, Inc. | Krispy Kreme, Inc. | ThredUp Inc. | | Beyond Meat, Inc. | Poshmark, Inc. | Warby Parker Inc. | | Canada Goose Holdings Inc. | Purple Innovation, Inc. | Wingstop Inc. | | Celsius Holdings, Inc. | Revolve Group, Inc. | Yeti Holdings, Inc. | | Dutch Bros Inc. | Shake Shack Inc. | | | FIGS, Inc. | Sonos, Inc. | |

  16. Compensation Peer Group

    Peer Group for 2024 In January 2024, Semler Brossy conducted a further review of the peer group and recommended, and the Compensation Committee approved, the removal of eight prior peer companies and the addition of six new peer companies. In so doing, the Committee aimed to reduce the emphasis on E-Commerce platforms and increase the emphasis on restaurant companies within the peer group. The changes made were as follows: •Added two similarly-sized high growth restaurant companies (CAVA Group, Inc. and Portillo's Inc.) which had publicly listed since the last review. •Added four additional, similarly-sized restaurant companies (BJ's Restaurants, Inc., Denny's Corporation, Dine Brands Global, Inc., and Jack in the Box Inc.) to continue to increase the prominence of restaurant companies within the peer group. •Eliminated all four E-Commerce platform companies from the peer group (Poshmark, Inc., Revolve Group, Inc., The RealReal, Inc., and ThredUp Inc.). •Eliminated four lifestyle and consumer brands that had experienced a significant decline in market capitalization (Allbirds, Inc., BARK, Inc., Beyond Meat, Inc., and Purple Innovation, Inc.). Use of Competitive Market Compensation Data For fiscal year 2023, the Chief People Officer oversaw the compilation of competitive market data from two survey sources: Willis Towers Watson General Industry Executive Survey and Radford Technology Survey. Survey matches were made using comparable roles and where possible, using revenue cuts of $500M to $1B. Market data is primarily considered with reference to the median for purposes of evaluating base salary, performance bonuses, and equity compensation and serves as a secondary confirmation of the peer group data. Peer group compensation data is provided by Semler Brossy for the Company’s CEO and the Chief Financial Officer (“CFO”) and other positions as available. The Compensation Committee did not target pay to fall at any particular percentile of the market data, but rather reviewed the market data as a helpful reference point in making fiscal year 2023 compensation decisions. Market data is only one of the factors that the Compensation Committee considers in making compensation decisions. The Committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

  17. Factors Used in Determining Executive Compensation

    Factors Used in Determining Executive Compensation Our Compensation Committee sets the compensation of our named executive officers at levels they determine to be competitive and appropriate for each named executive officer, using their professional experience and judgment. Pay decisions are not made by use of a formulaic approach or benchmark; the Compensation Committee believes that executive pay decisions require consideration of a multitude of relevant factors which may vary from year to year. In making executive compensation decisions, the Compensation Committee generally takes into consideration the factors listed below: •Company performance and existing business needs. •Each named executive officer’s individual performance, scope of job function, and the critical skill set of the named executive officer to the company’s future performance. •The need to attract new talent to our executive team and retain existing talent in a highly competitive industry. •Market and peer group data as described above in “Use of Competitive Market Compensation Data.” •Recommendations from our independent compensation consultant on compensation policy determinations for our executive officers.

  18. Fiscal Year 2023 Executive Compensation Program

    Fiscal Year 2023 Executive Compensation Program Base Salary In February 2023, the Compensation Committee reviewed the base salaries of the Company’s named executive officers. The Compensation Committee considered the factors detailed in the section above titled, “Factors Used in Determining Executive Compensation,” and determined that the base salaries of each of our named executive officers should be increased. At that time, the Compensation Committee increased (or, with respect to our CEO, recommended that the independent members of the Board increase), the base salaries of our named executive officers by different percentage amounts, ranging from 3% to 43%. The independent members of our Board are responsible for setting the base salary of our CEO, taking into consideration the recommendation of the Compensation Committee. Those independent Board members met in February 2023 and approved the recommendation of the Compensation Committee to increase the base salary of our CEO, Jonathan Neman, from $350,000 to $500,000. Prior to this increase, our three founders were provided with the same base salaries. This increase reflects the Compensation Committee’s (and the independent Board members’) decision to end this pay practice, to recognize Mr. Neman’s comparatively greater responsibilities as our CEO, and to better align Mr. Neman’s base salary with comparable roles amongst our peer group of companies. The Compensation Committee increased the base salary for our CFO, Mitch Reback, from $375,000 to $385,000 in February 2023. In May 2023, the Compensation Committee again evaluated Mr. Reback’s base salary and, after further evaluating peer group data for comparable roles and Mr. Reback’s responsibilities, determined that Mr. Reback’s salary should be further increased from $385,000 to $450,000. The base salary provided to each of our named executive officers in 2023 after the increases described above, and the percentage increase when compared to that individual’s previous base salary as determined in February 2022, is set forth in the table below.

  19. Fiscal Year 2023 Executive Compensation Program

    Annual Performance Bonus On February 21, 2023, the Compensation Committee approved the adoption of the Sweetgreen Support Center (SGSC) Annual Bonus Plan, in which our named executive officers participate. On that date, the Compensation Committee also recommended that the independent directors of the Board adopt the plan with respect to our three founders, including our CEO. The independent directors approved the SGSC Annual Bonus Plan for our three founders, including our CEO, on February 22, 2023. The SGSC Annual Bonus Plan was designed to award cash incentive payments for performance in fiscal year 2023 to eligible participants based on the Company’s achievement of a single financial performance goal set by the Compensation Committee. That goal pertained to a metric that was based on Adjusted EBITDA as defined in our 2023 Form 10-K for the fiscal year ended December 31, 2023, but was further adjusted to exclude both the impact of the SGSC Annual Bonus Plan accrual and the employee retention tax credits received by the Company (as further adjusted, “Bonus Plan Earnings”). The Bonus Plan Earnings target was set at a $4 million loss, with a threshold level of a $12 million loss, and a maximum payout at positive $4 million. The Company’s achievement of the Bonus Plan Earnings target of a $4 million loss would not have entitled our named executive officers to their full annual target bonuses. Instead, achievement of this target would have entitled our named executive officers to 70% of their annual target bonuses. The Compensation Committee (and, with respect to our founders, the independent members of our Board) required the Company to achieve Bonus Plan Earnings of positive $4 million for our named executive officers to be entitled to their full annual target bonuses. The Compensation Committee and the independent members of our Board required this heightened level of financial achievement, which was beyond what was set forth in the Company’s fiscal year 2023 operating plan, to incentivize our named executive officers to achieve the Company’s strategic goal (implemented in August 2022) of becoming a company that has positive Adjusted EBITDA. The Company’s Bonus Plan Earnings for fiscal year 2023 was a $5 million loss. Accordingly, the Company did not achieve the financial performance goal that would have entitled our named executive officers to either 70% of their annual target bonuses or 100% annual target bonuses. The Company’s Bonus Plan Earnings for fiscal year 2023 did, however, exceed the threshold level necessary for a partial payout under the plan. Accordingly, the Company’s achievement of a Bonus Plan Earnings loss of $5 million entitled our named executive officers to 60% of their annual target bonus opportunities for fiscal year 2023. On February 21, 2023, in addition to approving the SGSC Annual Bonus Plan, the Compensation Committee also approved target bonus opportunities under the plan for each of our named executive officers other than our CEO, and the Compensation Committee recommended that the independent members of the Board approve a target bonus opportunity for our CEO. In accordance with that recommendation, the independent members of the Board approved a target bonus opportunity under the SGSC Annual Bonus Plan for our CEO, Jonathan Neman, on February 22, 2023. The fiscal year 2023 target bonus opportunity for our CEO, Jonathan Neman, was set at 50% of his annual base salary. Mr. Neman’s target bonus opportunity for fiscal year 2022 was set at 100% of his base salary. Accordingly, at the recommendation of the Compensation Committee, and when calculated as a percentage of base salary, the independent members of the Board reduced our CEO’s target bonus opportunity by 50%. The target bonus opportunity for our CFO, Mitch Reback, was also reduced from 100% of his annual salary for fiscal year 2022 to 50% of his annual salary for fiscal year 2023. The fiscal year 2023 target bonus opportunities for our three other named executive officers were set at 50% of their annual base salaries which, as a percentage of base salary, were unchanged from their target bonus opportunities for fiscal year 2022. The Compensation Committee and the independent members of our Board, as applicable, modified the fiscal year 2023 target bonus opportunities for our CEO and our CFO, in part, to reduce this potential cash expense in connection with the Company’s strategic goal to achieve positive Adjusted EBITDA. The fiscal year 2023 target bonus opportunities under the SGSC Annual Bonus Plan for each of our named executive officers, the actual bonus percentage amounts paid to each such individual under the plan, and the actual dollar amounts paid to each such individual under the plan, are as follows:

  20. Fiscal Year 2023 Executive Compensation Program

    | Named Executive Officer | Target Bonus Opportunity (% of Base Salary) | Actual Bonus Paid (% of Base Salary) | Actual Bonus Paid (in Dollars) | | Jonathan Neman | 50% | 30% | $150,000 | | Mitch Reback | 50% | 30% | $135,000 | | Wouleta Ayele | 50% | 30% | $147,000 | | Adrienne Gemperle | 50% | 30% | $115,500 | | Jim McPhail | 50% | 0%* | $0* |

  21. Fiscal Year 2023 Executive Compensation Program

    | Number of Restricted Stock Units in Vesting Tranche | Milestone Price Per Share of Common Stock | | 300,000 | $30.00 | | 300,000 | $37.50 | | 300,000 | $45.00 | | 300,000 | $52.50 | | 300,000 | $60.00 | | 300,000 | $67.50 | | 300,000 | $75.00 |

  22. Fiscal Year 2023 Executive Compensation Program

    The Founder Awards were intended to be granted in lieu of annual equity awards to our founders through fiscal year 2025, unless our Board otherwise agrees to grant additional awards during that period. As such, Mr. Neman did not receive an annual equity grant in fiscal year 2023. Fiscal Year 2023 Equity Awards to Other Named Executive Officers On February 21, 2023, our Compensation Committee approved annual equity awards to each of our named executive officers other than Mr. Neman. Each such award consists of a mix of stock options and restricted stock units (RSUs). The awards vest over a three-year period, with 5% of the total number of each of the stock options and RSUs vesting each quarter over the first year, 7.5% vesting each quarter over the second year, and 12.5% vesting each quarter over the third year. The exercise price for each such stock option is $9.36 per share, which is equal to the closing price for the Company’s Class A Common Stock on the day of grant. To calculate the amount of equity awarded to each such named executive officer on February 21, 2023, the Compensation Committee first determined a target economic value for each award, taking into consideration the factors described in the section above titled, “Factors Used in Determining Executive Compensation.” 75% of that target economic value was used to calculate the percentage of stock options granted to the applicable individual, and 25% of that target economic value was used to calculate the percentage of RSUs granted to the applicable individual. In order to help limit dilution at a time we believed the Company’s stock price was low and positioned for potential growth, for these awards, grant date fair values were below the target economic values set for each individual. On May 1, 2023, the Compensation Committee approved an additional equity award for our CFO, Mitch Reback. The Compensation Committee approved the award following its consideration of peer group data for comparable roles, Mr. Reback’s responsibilities, and the committee’s pay philosophy. The award consisted of 168,750 stock options and 56,250 RSUs. The award vests over a three-year period, with 5% of the total number of each of the stock options and RSUs vesting each quarter over the first year, 7.5% vesting each quarter over the second year, and 12.5% vesting each quarter over the third year. The exercise price for each such stock option is $8.08 per share, which is equal to the closing price for the Company’s Class A Common Stock on the day of grant. Ordinarily, our executives are given three months to exercise their stock option awards following a service termination that is without cause and not due to death or disability. For this particular award, the Compensation Committee has provided Mr. Reback with two years to exercise his stock options following a service termination without cause, provided that Mr. Reback may not exercise any such stock options following the expiration date thereof. The total number of stock options and RSUs granted to each of our named executive officers in fiscal year 2023 are as follows:

  23. Fiscal Year 2023 Executive Compensation Program

    | Named Executive Officer | Stock Options Granted (# shares) | RSUs Granted (# shares) | | Jonathan Neman | 0 | 0 | | Mitch Reback | 240,179 | 66,250 | | Wouleta Ayele | 47,619 | 6,667 | | Adrienne Gemperle | 35,714 | 5,000 | | Jim McPhail | 35,714 | 5,000 |

  24. Fiscal Year 2023 Summary Compensation Table

    | Name and Principal Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Jonathan Neman President and Chief Executive Officer | 2023 | 461,538 | — | — | — | 150,000 | 11,010(4) | 622,548 | | | 2022 | 350,000 | — | — | — | — | 144 | 350,144 | | | 2021 | 350,000 | 26,250 | 34,341,000 | 3,801,732 | 288,750 | 26,751 | 38,834,483 | | Mitch Reback(6) Chief Financial Officer | 2023 | 415,673 | — | 548,100 | 976,824 | 135,000 | 144(5) | 2,075,741 | | | 2022 | 375,000 | — | — | — | — | 144 | 375,144 | | Wouleta Ayele(6) Chief Technology Officer | 2023 | 477,692 | — | 62,403 | 216,605 | 147,000 | 144(5) | 903,844 | | | 2022 | 475,000 | 75,000 | — | — | — | 4,719 | 554,719 | | Adrienne Gemperle(7) Chief People Officer | 2023 | 375,673 | — | 46,800 | 162,453 | 115,500 | 144(5) | 700,570 | | Jim McPhail Chief Development Officer (former) | 2023 | 431,731 | — | 46,800 | 162,453 | — | 144(5) | 641,128 | | | 2022 | 375,000 | — | — | — | — | 16,074 | 391,074 | | | 2021 | 375,000 | 137,812 | 4,600,000 | 458,030 | 154,688 | 5,029 | 5,730,559 |

  25. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  26. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold($) | Target ($) | Maximum ($) | | | | | | Jonathan Neman | Cash Incentive | — | 100,000 | 175,000 | 250,000 | — | — | — | — | | Mitch Reback | Cash Incentive | — | 90,000 | 157,500 | 225,000 | — | — | — | — | | | Option | 2/21/2023 | — | — | — | — | 71,429(3) | 9.36 | 324,909 | | | Option | 5/1/2023 | — | — | — | — | 168,750(4) | 8.08 | 651,915 | | | RSU | 2/21/2023 | — | — | — | 10,000(5) | — | — | 93,600 | | | RSU | 5/1/2023 | — | — | — | 56,250(6) | — | — | 454,500 | | Wouleta Ayele | Cash Incentive | — | 98,000 | 171,500 | 245,000 | — | — | — | — | | | Option | 2/21/2023 | — | — | — | — | 47,619(3) | 9.36 | 216,605 | | | RSU | 2/21/2023 | — | — | — | 6,667(5) | — | — | 62,403 | | Adrienne Gemperle | Cash Incentive | — | 77,000 | 134,750 | 192,500 | — | — | — | — | | | Option | 2/21/2023 | — | — | — | — | 35,714(3) | 9.36 | 162,453 | | | RSU | 2/21/2023 | — | — | — | 5,000(5) | — | — | 46,800 | | Jim McPhail | Cash Incentive | — | 85,000 | 148,750 | 212,500 | — | — | — | — | | | Option | 2/21/2023 | — | — | — | — | 35,714(3) | 9.36 | 162,453 | | | RSU | 2/21/2023 | — | — | — | 5,000(5) | — | — | 46,800 |

  27. Grants of Plan-Based Awards

    (1) The estimated future payouts under non-equity incentive plan awards are awarded in connection with Sweetgreen’s annual, performance-based cash bonus plan. (2) In accordance with SEC rules, this column represents the grant date fair value of shares underlying options and restricted stock unit awards, as applicable, calculated in accordance with ASC 718. Assumptions used in the calculation of the grant date fair value of the options and restricted stock units are set forth in Note 12, “Stock-Based Compensation” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (3) The stock option awards were granted under our 2021 Plan. The shares subject to the option vest as follows measured from February 15, 2023: (i) 5% of the options vested in quarterly installments on each quarterly vesting date over the first year, (ii) 7.5% of the options will vest in quarterly installments on each quarterly vesting date over the second year, and (iii) 12.5% of the options will vest in quarterly installments on each quarterly vesting date over the third year, subject to the reporting person's continuous service through each applicable vesting date. (4) The stock option awards were granted under our 2021 Plan. The shares subject to the option vest as follows measured from the May 15, 2023: (i) 5% of the options vested in quarterly installments on each quarterly vesting date over the first year, (ii) 7.5% of the options will vest in quarterly installments on each quarterly vesting date over the second year, and (iii) 12.5% of the options will vest in quarterly installments on each quarterly vesting date over the third year, subject to the reporting person's continuous service through each applicable vesting date. (5) The restricted stock unit awards were granted under our 2021 Plan. The restricted stock unit awards vest as follows measured from February 15, 2023: (i) 5% of the restricted stock unit awards vested in quarterly installments on each quarterly vesting date over the first year, (ii) 7.5% of the restricted stock unit awards will vest in quarterly installments on each quarterly vesting date over the second year, and (iii) 12.5% of the restricted stock unit awards will vest in quarterly installments on each quarterly vesting date over the third year, subject to the reporting person's continuous service through each applicable vesting date. (6) The restricted stock unit award was granted under our 2021 Plan. The restricted stock unit award vests as follows measured from the May 15, 2023: (i) 5% of the restricted stock unit awards vested in quarterly installments on each quarterly vesting date over the first year, (ii) 7.5% of the restricted stock unit awards will vest in quarterly installments on each quarterly vesting date over the second year, and (iii) 12.5% of the restricted stock unit awards will vest in quarterly installments on each quarterly vesting date over the third year, subject to the reporting person's continuous service through each applicable vesting date.

  28. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2023. All awards were granted pursuant to the 2009 Equity Incentive Plan (the "2009 Plan"), the 2019 Plan, or the 2021 Plan.

  29. Outstanding Equity Awards at Fiscal Year End

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Vesting Commencement Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price per share ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(3) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Jonathan Neman | 12/9/2014 | 1/1/2014 | 275,000(4) | — | 0.96 | 12/8/2024 | — | — | — | — | | | 1/1/2018 | 1/1/2018 | 14,173(4) | — | 3.14 | 2/31/2027 | — | — | — | — | | | 8/28/2018 | 8/28/2018 | 1,200,000(4) | — | 3.73 | 8/27/2028 | — | — | — | — | | | 12/5/2019 | 12/5/2019 | 200,000(4) | — | 7.77 | 12/4/2029 | — | — | — | — | | | 12/5/2019 | 1/1/2019 | 248,778(5)(7) | — | 7.77 | 12/4/2029 | — | — | — | — | | | 6/30/2020 | 6/30/2020 | — | — | — | 6/29/2030 | 18,750(2)(6)(10) | 211,875 | — | — | | | 6/16/2021 | 1/1/2021 | 605,208(5)(6) | 224,792 | 10.76 | 6/15/2031 | — | — | — | — | | | 10/24/2021 | 11/17/2021 | — | — | — | — | — | — | 2,100,000(13) | 18,543,000 | | Mitch Reback | 12/5/2019 | 1/1/2019 | 30,000(4) | — | 7.77 | 12/4/2029 | — | — | — | — | | | 12/5/2019 | 12/5/2019 | 150,000(4) | — | 7.77 | 12/4/2029 | — | — | — | — | | | 6/30/2020 | 6/30/2020 | 81,250(4) | — | 4.78 | 6/29/2030 | — | — | — | — | | | 6/16/2021 | 1/1/2021 | 182,291(5)(6) | 67,709 | 10.76 | 6/15/2031 | — | — | — | — | | | 2/21/2023 | 2/25/2023 | 10,716(9) | 60,713 | 9.36 | 2/20/2033 | — | — | — | — | | | 5/1/2023 | 5/15/2023 | 16,876(9) | 151,874 | 8.08 | 4/30/2033 | — | — | — | — | | | 10/24/2021 | 8/15/2021 | — | — | — | — | 87,500(11) | 988,750 | — | — | | | 2/21/2023 | 2/25/2023 | — | — | — | — | 8,500(12) | 96,050 | — | — | | | 5/1/2023 | 5/15/2023 | — | — | — | — | 50,624(12) | 572,051 | — | — | | Wouleta Ayele | 8/19/2021 | 8/17/2021 | 145,833(5)(8) | 104,167 | 15.02 | 8/18/2031 | — | — | — | — | | | 2/21/2023 | 2/25/2023 | 7,143(9) | 40,476 | 9.36 | 2/20/2023 | — | — | — | — | | | 10/24/2021 | 8/15/2021 | — | — | — | — | 65,625(11) | 741,563 | — | — | | | 2/21/2023 | 2/25/2023 | — | — | — | — | 5,665(12) | 64,015 | — | — | | Adrienne Gemperle | 8/29/2020 | 7/6/2020 | 107,205(5) | 21,875 | 4.78 | 8/28/2030 | — | — | — | — | | | 6/16/2021 | 1/1/2021 | 72,916(5) | 27,084 | 10.76 | 6/15/2031 | — | — | — | — | | | 2/21/2023 | 2/25/2023 | 5,358(9) | 30,356 | 9.36 | 2/20/2033 | — | — | — | — | | | 10/24/2021 | 8/15/2021 | — | — | — | — | 65,625(11) | 741,563 | — | — | | | 2/21/2023 | 2/25/2023 | — | — | — | — | 4,250(12) | 48,025 | — | — | | Jim McPhail | 12/5/2019 | 10/21/2019 | 87,000(5) | — | 7.77 | 12/4/2029 | — | — | — | — | | | 6/30/2020 | 1/1/2021 | 65,625(5) | — | 4.78 | 6/29/2030 | — | — | — | — | | | 6/16/2021 | 8/15/2021 | 72,916(5) | — | 10.76 | 6/15/2031 | — | — | — | — | | | 2/21/2023 | 2/25/2023 | 5,358(9) | — | 9.36 | 2/20/2033 | — | — | — | — |

  30. Outstanding Equity Awards at Fiscal Year End

    ______________________ (1) All of the equity awards were granted under either our 2009 Plan, 2019 Plan, or 2021 Plan. (2) Represents shares acquired upon early exercise of stock options that were subject to a right of repurchase as of December 31, 2023. (3) The amount is calculated using a value of $11.30 per share, which was the closing price of our Class A common stock on the NYSE on December 29, 2023, the last trading day of fiscal year 2023. (4) The shares subject to the option are fully vested. (5) 25% of the shares subject to the option vested on the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient’s continuous service through each applicable vesting date. (6) 100% of the shares subject to the option or the restricted stock unit award, as applicable, shall become fully vested and exercisable if, within one month before or 12 months following a Change in Control (as defined in the 2019 Plan), the recipient’s continuous service is involuntarily terminated without Cause (as defined in the 2019 Plan) or recipient resigns his continuous service for Good Reason (as defined in the option agreement). (7) The option contains an early exercise provision. (8) 100% of the shares subject to the option shall become fully vested and exercisable if, within one month before or 18 months following a Change in Control (as defined in the 2019 Plan), the recipient’s continuous service is involuntarily terminated without Cause (as defined in the option agreement) or recipient resigns his continuous service for Good Reason (as defined in the option agreement). (9) The shares subject to the option vest in quarterly installments, with 20% of the shares subject to the option vesting in the 12 months following the vesting commencement date, 30% of the shares subject to the option vesting in the subsequent 12 months, and the remaining 50% of the shares subject to the option vesting in the subsequent 12 months, subject to the recipient’s continuous service through each applicable vesting date. (10) 25% of the shares subject to the restricted stock unit award vested on the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient’s continuous service through each applicable vesting date. (11) 25% of the shares subject to the restricted stock unit award vested on the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 12 equal quarterly installments thereafter, subject to the recipient’s continuous service through each applicable vesting date. (12) The shares subject to the restricted stock unit award vest in quarterly installments, with 20% of the shares subject to the option vesting in the 12 months following the vesting commencement date, 30% of the shares subject to the option vesting in the subsequent 12 months, and the remaining 50% of the shares subject to the option vesting in the subsequent 12 months, subject to the recipient’s continuous service through each applicable vesting date. (13) The shares subject to this restricted stock unit award vest in 7 equal tranches upon the achievement of milestones relating to the trailing 90-day volume weighted average trading price of our Class A common stock, ranging from $30 to $75, subject to the named executive officer’s continued service through each applicable vesting date.

  31. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows for the fiscal year ended December 31, 2023, certain information regarding stock vested during the last fiscal year with respect to our named executive officers. None of our named executive officers exercised any stock options during the last fiscal year.

  32. Option Exercises and Stock Vested

    | | Stock awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Jonathan Neman | 40,625(1) | 426,313(2) | | Mitch Reback | 57,126 | 623,825(3) | | Wouleta Ayele | 38,502 | 416,702(3) | | Adrienne Gemperle | 38,250 | 413,924(3) | | Jim McPhail | 50,750 | 549,143(3) |

  33. Option Exercises and Stock Vested

    ______________________ (1) Represents vesting of shares previously acquired upon early exercise of stock options that were subject to a right of repurchase. (2) The value realized on vesting is based on the number of shares of our Class A common stock underlying the early-exercised option award that vested multiplied by the closing market price of our common stock on each vesting date, and does not represent the actual amount received by Mr. Neman as a result of the option award vesting. (3) The value realized on vesting is based on the number of shares of our Class A common stock underlying the restricted stock units that vested multiplied by the closing market price of our common stock on the vesting date, and does not represent the actual amounts received by our named executive officers as a result of the restricted stock unit awards vesting.

  34. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The table below sets forth the amount of compensation payable to each named executive officer upon (i) the named executive officer’s termination of employment without cause or resignation for good reason and (ii) the named executive officer’s termination of employment without cause or resignation for good reason in connection with or following a change in control of the Company. The amounts shown in the table below assume that such termination of employment and/or change in control was effective as of December 31, 2023, and thus are estimates of the amounts that would be paid out to our named executive officers in such circumstances.

  35. Potential Payments upon Termination or Change of Control

    | Name | Type of Termination | Base Salary ($)(1) | Bonus ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Total ($) | | Jonathan Neman | Termination without cause or with good reason | 500,000 | 250,000 | — | 750,000 | | | Termination without cause or with good reason in connection with a change in control | 750,000 | 250,000 | 243,638 | 1,243,638 | | Mitch Reback | Termination without cause or with good reason | 225,000 | 225,000 | — | 450,000 | | | Termination without cause or with good reason in connection with a change in control | 450,000 | 225,000 | 36,563 | 711,563 | | Wouleta Ayele | Termination without cause or with good reason | 245,000 | 245,000 | — | 490,000 | | | Termination without cause or with good reason in connection with a change in control | 490,000 | 245,000 | — | 735,000 | | Adrienne Gemperle | Termination without cause or with good reason | 192,500 | 192,500 | — | 385,000 | | | Termination without cause or with good reason in connection with a change in control | 385,000 | 192,500 | — | 577,500 | | Jim McPhail(4) | Termination without cause or with good reason | 212,500 | 212,500 | — | 425,000 | | | Termination without cause or with good reason in connection with a change in control | — | — | — | — |

  36. Potential Payments upon Termination or Change of Control

    ______________________ (1) In the event of termination without cause or with good reason, represents a lump sum cash payment equal to 12 months of base salary (for Mr. Neman) or six months of base salary (for the other named executive officers). In the event of termination without cause or with good reason in connection with a change in control, represents a lump sum cash payment equal to 18 months of base salary (for Mr. Neman) or 12 months of base salary (for the other named executive officers). (2) In the event of termination without cause or with good reason or termination without cause or with good reason in connection with a change in control, represents a lump sum cash payment equal to the named executive officer’s target bonus for the applicable fiscal year, pro-rated based on the date of termination. (3) The value of equity award vesting acceleration for options (including, in the case of Mr. Neman, an early exercised option) is based on the closing price of $11.30 per share of our Class A common stock as of December 29, 2023 less the exercise price of the underlying option. As December 31, 2023, our named executive officers other than Jonathan Neman and Mitch Reback had no in-the-money options for which vesting is accelerated upon a triggering event. As of December 31, 2023, our named executive officers had no unvested restricted stock units for which vesting is accelerated upon a triggering event. (4) Mr. McPhail left the Company on December 31, 2023 and, effective February 21, 2024, entered into a separation agreement and general release with the Company. The amounts reflected herein reflect the severance benefits to which he was entitled under the terms of his employment agreement. In addition to the benefits reflected in the table above, Mr. McPhail also received the following benefits: (1) payment of Mr. McPhail’s COBRA premiums for his medical insurance coverage through June 30, 2024, subject to Mr. McPhail’s timely election of COBRA and continued eligibility, for an aggregate amount of $11,526; and (2) extension of Mr. McPhail’s post-termination exercise period for his vested stock options until the earlier of (i) February 28, 2025 and (ii) the expiration date of the corresponding stock option, resulting in incremental fair value of $0.3 million.

  37. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, presented below is the ratio of our CEO’s total compensation to that of Sweetgreen’s median employee (excluding Mr. Neman). We identified the median employee by examining 2023 total compensation using a consistently applied compensation measure (“CACM”) of taxable income (IRS Form W-2, Box 1) for 2023. We included all employees employed as of December 31, 2023, whether employed on a full-time or part-time basis and annualized the CACM for full-time individuals employed less than a full year. Using this methodology, the median employee was identified as a part-time employee in one of our locations. After identifying the median employee based on the CACM, we calculated annual total compensation for the median employee using the same methodology for our named executive officers as set forth in the “Summary Compensation Table.” For the fiscal year ended December 31, 2023, the total compensation for the median employee was $21,368, and the total compensation for Mr. Neman reported in the Summary Compensation Table was $622,548. This results in a ratio of our CEO’s annual total compensation to our median employee’s annual total compensation of 29:1. The ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  38. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth additional compensation information of our Principal Executive Officer (PEO) and our non-PEO named executive officers (NEOs) along with total shareholder return, net income, and Adjusted EBITDA performance results for our fiscal years ending in 2021, 2022 and 2023:

  39. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (2) (3) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs (2)(3) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (5) | Net Income (Loss) | Adjusted EBITDA (6) | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 622,548 | 6,744,537(4) | 1,080,321 | 1,570,321(4) | 40 | 89 | (113,384,000) | (2,795,000) | | 2022 | 350,144 | (61,516,400)(4) | 649,693 | (5,807,584)(4) | 32 | 76 | (190,441,000) | (49,934,000) | | 2021 | 38,819,816 | 111,239,574(4) | 38,814,481 | 111,234,239(4) | 112 | 98 | (153,175,000) | (63,099,000) |

  40. Pay Versus Performance Table

    (1) NEOs included in the above compensation columns reflect the following:

  41. Pay Versus Performance Table

    | Year | PEO | Non-PEOs | | 2023 | Jon Neman | Mitch Reback, Wouleta Ayele, Adrienne Gemperle, and Jim McPhail | | 2022 | Jon Neman | Mitch Reback, Wouleta Ayele, Jim McPhail, and Daniel Shlossman | | 2021 | Jon Neman | Nicolas Jammet and Nathaniel Ru |

  42. Pay Versus Performance Table

    (2) Except as described in footnote (3) below, fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was calculated in accordance with ASC Topic 718, and the valuation methods used to calculate the fair values did not materially differ from those disclosed at the time of grant. (3) For the portion of "Compensation Actually Paid" that represents compensation based on year-end stock prices, the following prices were used: for 2023, $11.30 (28% increase from prior year); for 2022, $8.83 (72% reduction from prior year); for 2021, $31.36 (304% increase from IPO date); and for 2020, $7.77 (which is prior to the IPO date, and was based on the active 409A price as of that date). (4) "Compensation Actually Paid" to our PEO (Jonathan Neman) and the average “Compensation Actually Paid” to our non-PEO NEOs in 2023, 2022, and 2021 reflects the following adjustments from total compensation reported in the Summary Compensation Table (in thousands):

  43. Pay Versus Performance Table

    | | 2023 | | 2022 | | 2021 | | | | PEO | Average Non-PEO | PEO | Average Non-PEO | PEO | Average Non-PEO | | Total Reported in Summary Compensation Table (SCT) | $622,548 | $1,080,321 | $350,144 | $649,693 | $38,819,816 | $38,814,481 | | Less, Value of Stock and Option Awards reported in SCT | — | (555,610) | — | (240,953) | (38,142,732) | (38,142,732) | | Plus, Year-End Fair Value of Awards Granted During Fiscal Year that are Unvested and Outstanding | — | 612,484 | — | 68,574 | 77,526,763 | 77,526,763 | | Plus, Change in Fair Value (from Prior Fiscal Year-End to Current Fiscal Year-End) of Prior Year Awards that are Outstanding and Unvested | 5,878,490 | 232,898 | (57,677,180) | (4,941,831) | 7,770,827 | 7,770,827 | | Plus, Vesting Date Fair Value of Awards Granted During Fiscal Year and that Vested During Fiscal Year | — | 28,967 | — | 21,083 | — | — | | Plus, Change in Fair Value (from Prior Fiscal Year-End to Vesting Date) of Prior Year Awards that Vested During Fiscal Year | 243,499 | 171,261 | (4,189,364) | (1,364,150) | 25,264,900 | 25,264,900 | | Less Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | — | — | — | — | — | — | | Total Adjustments | 6,121,989 | 490,000 | (61,866,544) | (6,457,277) | 72,419,758 | 72,419,758 | | "Compensation Actually Paid” for Fiscal Year | $6,744,537 | $1,570,321 | $(61,516,400) | $(5,807,584) | $111,239,574 | $111,234,239 |

  44. Pay Versus Performance Table

    (5) Peer group TSR reflects the S&P 600 Restaurants Index as reflected in our 2023 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on our IPO date of November 19, 2021 through the last day of the fiscal year presented. (6) Adjusted EBITDA, a non-GAAP measure, is defined as net loss adjusted to exclude income tax expense, interest income, interest expense, depreciation and amortization, stock-based compensation expense, loss on disposal of property and equipment, other (income) expenses, Spyce Food Co. acquisition costs, enterprise resource planning system implementation and related costs, and, in certain periods, impairment and closure costs, restructuring charges, and legal settlements.

  45. Relationship between Compensation Actually Paid and Performance Measures

    Relationship between Compensation Actually Paid and Performance Measures We believe the “Compensation Actually Paid” in each of the years reported above is reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” is in line with business performance, primarily due our stock price performance and our achievement against pre-established performance goals under our Annual Bonus Plan. See “—Compensation Discussion and Analysis” above for additional information regarding our Annual Bonus Plan and other elements of our executive compensation program. Note: Sweetgreen's TSR was not available in 2020.

  46. Most Important Financial Performance Measures to Link Compensation Actually Paid to Performance

    Most Important Financial Performance Measures to Link Compensation Actually Paid to Performance The following performance measures reflect the Company’s most important performance measures in effect for fiscal year 2023: •Adjusted EBITDA •Sweetgreen stock price performance