DEF 14A of Cava Group, Inc.
Filed Apr 29, 2024 · FY20230001628280-24-018765
Director Nominees
Director Nominees
Director Nominees
| | | | | Committee Memberships | | | | Name and Principal Occupation | Independent | Age | Director Since | AC | CC | NGC | | Class I | | | | | | | | Philippe Amouyal Managing Director of The Invus Group, LLC | Yes | 65 | 2018 | | | M | | David Bosserman Senior Advisor to SWaN & Legend Advisors, LLC | Yes | 67 | 2019 | M | | | | Lauri Shanahan Principal at Maroon Peak Advisors | Yes | 61 | 2023 | | C | M |
Director Nominees
Key to Committees:
Director Nominees
| AC | Audit Committee | CC | People, Culture and Compensation Committee | NGC | Nominating, Governance and Sustainability Committee | | M | Member | C | Chair | | |
Director Biographies
Director Biographies The following is a brief biographical summary of the experience of our directors and director nominees:
Director Biographies
| | Philippe Amouyal has served as a member of our Board of Directors since November 2018. Mr. Amouyal has been a Managing Director of The Invus Group, LLC (“Invus”) since 1999. Previously, Mr. Amouyal worked at The Boston Consulting Group from 1984 to 1999, serving as a Vice President and Director and coordinated the global software and electronics practice from 1990 to 1999. Mr. Amouyal currently serves on the board of directors of Lexicon Pharmaceuticals (NASDAQ: LXRX) and a number of private Artal and Invus portfolio companies. Mr. Amouyal previously served on the board of directors of WW International and Blue Buffalo Pet Products. Mr. Amouyal received his M.S. in Engineering and his DEA in Technology Management from École Centrale Paris and was a Research Fellow at the Center for Policy Alternatives of the Massachusetts Institute of Technology. MR. AMOUYAL WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE AS A MANAGEMENT CONSULTANT AND PRIVATE EQUITY INVESTOR AND HIS EXTENSIVE KNOWLEDGE AND UNDERSTANDING OF CORPORATE STRATEGY, INFORMATION TECHNOLOGY, RESEARCH AND DEVELOPMENT, AND MANAGEMENT OPERATIONS AND STRUCTURES. | | Philippe Amouyal — Age: 65 Director Since: 2018 | |
Director Biographies
| | David Bosserman has served as a member of our Board of Directors since December 2019, and he also served as our Interim Chief Financial Officer from August 2020 to November 2020. Mr. Bosserman has served as a Senior Advisor to SWaN & Legend Advisors, LLC (“SWaN”) since 2018, and was a Managing Director at SWaN from 2013 to 2018. Mr. Bosserman has held senior executive positions, including Senior Vice President, Chief Financial Officer, and Chief Operating Officer, at NEW Asurion Corporation, from February 2001 through March 2013. Mr. Bosserman served as Chief Financial Officer at worldweb.net from 2000 to its sale in 2001, and as Executive Vice President, Chief Financial Officer and Treasurer of Best Software from 1992 to its sale in 2000, and led its initial public offering in 1997. Mr. Bosserman currently serves on the board of directors of BigTeams and as an advisor to other SWaN portfolio companies, where he provides financial and operating guidance. Mr. Bosserman previously served on the board of directors and audit committee of Motionsoft. Mr. Bosserman received his B.S. in Accounting from Arizona State University. Mr. Bosserman was a licensed CPA. MR. BOSSERMAN WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE IN ACCOUNTING AND AUDITING AND HIS EXPERIENCE WITH AUDIT COMMITTEES AND BOARDS. | | David Bosserman — Age: 67 Director Since: 2019 | |
Director Biographies
| Cava Group, Inc. | 4 | 2024 Proxy Statement |
Director Biographies
| | Benjamin Felt has served as a member of our Board of Directors since November 2018. Mr. Felt is a Managing Director of Invus, which he joined in 2009. Mr. Felt has served on the boards of a number of private Artal and Invus portfolio companies. Prior to joining Invus, Mr. Felt was a management consultant with The Boston Consulting Group from 2007 to 2009. Mr. Felt is the Board President of The Door, a social services non-profit in New York City. Mr. Felt received his B.A. in Economics from Yale University. MR. FELT WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE IN PRIVATE EQUITY INVESTING AND KNOWLEDGE AND UNDERSTANDING OF BUSINESS AND CORPORATE STRATEGY AND THE CONSUMER SECTOR. | | Benjamin Felt — Age: 38 Director Since: 2018 | |
Director Biographies
| | Todd Klein has served as a member of our Board of Directors since 2018. Mr. Klein was previously a member of our Board of Directors from 2015 to June 2017 and a board observer from June 2017 to 2018. Mr. Klein is a Partner at Revolution Growth, which he joined in June 2017. From 2012 to 2017, he was a Co-Founder, Managing Director, and Chief Investment Officer of SWaN. He also served in an advisory capacity at Anonymous Content, a talent management, film, television, and commercial production company, from 2014, later serving as the Interim Chief Operating Officer in 2017. Mr. Klein was a Founder and Managing Partner of Legend Ventures from 2005 to 2012, and a Managing Director and General Partner of Kinetic Ventures from 1994 to 2004. Mr. Klein serves on the board of trustees of The George Washington University, the board of advisors of the Mindshare Entrepreneurs Network, and as a special advisor to the investment committee of the Halcyon Fund for Social Entrepreneurship. Mr. Klein received his B.B.A., cum laude, in Business Honors from the University of Texas at Austin and his M.B.A. from Harvard Business School. MR. KLEIN WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXTENSIVE EXPERIENCE IN PRIVATE EQUITY INVESTING, FINANCIAL MATTERS, AND KNOWLEDGE AND UNDERSTANDING OF BUSINESS AND CORPORATE STRATEGY. | | Todd Klein — Age: 58 Director Since: 2018 | |
Director Biographies
| Cava Group, Inc. | 5 | 2024 Proxy Statement |
Director Biographies
| | Karen Kochevar has served as a member of our Board of Directors since October 2016. Since 2015, Ms. Kochevar has served as an independent board director for private equity-owned growth companies in the United States, Europe, and the Middle East. Ms. Kochevar was a Partner and Chief Financial Officer of Union Square Hospitality Group (“USHG”), the parent company and creator of Shake Shack and several other hospitality businesses, from 2011 until her retirement from the company in 2014. Before that time, she served in finance and corporate development leadership roles at USHG from 2005 to 2011. Prior to her career in hospitality, Ms. Kochevar worked in financial services for more than a decade, including in private equity at Warburg Pincus and Three Cities Research (an affiliate of Quilvest), and in investment banking at Lehman Brothers. Ms. Kochevar currently serves as a trustee of the Brown Brothers Harriman U.S. mutual fund complex. Ms. Kochevar received her A.B. in International Relations from Stanford University and her M.B.A., with distinction in Finance, from the Wharton School at the University of Pennsylvania. MS. KOCHEVAR WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HER PARTICULAR KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND STRATEGIC PLANNING AND LEADERSHIP OF COMPLEX ORGANIZATIONS, HER EXTENSIVE EXPERIENCE WORKING WITH ICONIC RESTAURANT BRANDS AND FOUNDER-LED COMPANIES AND HER EXPERIENCE WITH AUDIT COMMITTEES AND BOARDS. | | Karen Kochevar — Age: 61 Director Since: 2016 | |
Director Biographies
| | Brett Schulman has served as our Chief Executive Officer and President, and as a member of our Board of Directors since 2010. Mr. Schulman co-founded CAVA in 2010. Mr. Schulman was a Partner at Snikiddy Snacks, a nationally distributed snack food company, from 2006 to 2015 and served as its Chief Operating Officer from 2006 to 2010. Previously, he held various other financial positions, including as Vice President, at Deutsche Bank Alex. Brown and its predecessor Alex. Brown. Mr. Schulman received his B.A. in Behavioral and Social Sciences from the University of Maryland. MR. SCHULMAN WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS DEEP KNOWLEDGE OF OUR BUSINESS AND HIS SIGNIFICANT EXECUTIVE MANAGEMENT AND LEADERSHIP EXPERIENCE. | | Brett Schulman — Age: 52 Director Since: 2010 | |
Director Biographies
| Cava Group, Inc. | 6 | 2024 Proxy Statement |
Director Biographies
| | Ronald Shaich has served as Chair of our Board of Directors since November 2018. Mr. Shaich is the Managing Partner and Chief Executive Officer of Act III Holdings, LLC (“Act III”), which he founded in January 2018. Mr. Shaich also founded Panera Bread Company, where he served as Chief Executive Officer from 1984 to 2010 and from March 2012 to December 2017, and as a member of its board of directors from 1981 to 2018, including as Chair between 1988 and 2018. Mr. Shaich serves in the capacity as Chair of Act III’s privately-held portfolio companies including Tatte Bakery & Café, Life Alive Organic Café, and Level99. In addition, Mr. Shaich serves on the board of directors of Cambridge Innovation Center. Mr. Shaich has also served on the board of directors of Whole Foods Market and as Chair of the Board of Trustees of Clark University and is currently a Clark trustee. Mr. Shaich received his B.A. in Political Science and Government and D.H.L. from Clark University and his M.B.A. from Harvard Business School. MR. SHAICH WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE IN CORPORATE GOVERNANCE AND LEADERSHIP IN THE RESTAURANT INDUSTRY. | | Ronald Shaich — Age: 70 Director Since: 2018 | |
Director Biographies
| | Lauri Shanahan has served as a member of our Board of Directors since June 2023. Ms. Shanahan currently serves on the board of directors of Deckers Brands (NYSE: DECK) and Treasury Wine Estates (ASX: TWE). Ms. Shanahan is also a principal of the consulting firm Maroon Peak Advisors, which she founded in 2009. Ms. Shanahan worked at Gap Inc. from October 1992 to March 2008, serving in numerous leadership roles including chief administrative officer, chief legal officer and corporate secretary. Ms. Shanahan previously served on the board of directors of Cedar Fair Entertainment, G Squared Ascend I, and Charlotte Russe Holdings. Ms. Shanahan received her B.S. in Finance from the University of Colorado Boulder and her J.D. from UCLA Law School. MS. SHANAHAN WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HER SUBSTANTIAL PUBLIC COMPANY LEADERSHIP AND BOARD EXPERIENCE IN THE CONSUMER GOODS, RETAIL AND HOSPITALITY INDUSTRIES, WHICH INCLUDES STRATEGIC, OPERATIONAL, LEGAL AND RISK OVERSIGHT, GOVERNANCE AND SUSTAINABILITY EXPERIENCE. | | Lauri Shanahan — Age: 61 Director Since: 2023 | |
Director Biographies
| Cava Group, Inc. | 7 | 2024 Proxy Statement |
Director Biographies
| | James D. White has served as a member of our Board of Directors since 2022. Mr. White currently serves on the board of directors of The Honest Company, Affirm Holdings, and Simply Good Foods. Mr. White was the former Chair, President and Chief Executive Officer of Jamba, from 2008 to 2016, and the Senior Vice President and General Manager of Consumer Brands at Safeway, a U.S. supermarket chain, from 2005 to 2008. Prior to Safeway, Mr. White held executive roles at Gillette and Nestlé Purina. Mr. White previously served on the board of directors of Panera Bread Company-JAB Holdings, Hillshire Brands Company, Medallia and Adtalem Global Education. Mr. White received his B.S., with a major in Marketing, from The University of Missouri and his M.B.A. from Fontbonne University. He is also a graduate of the Cornell University Food Executive Program, and he was a Stanford University Distinguished Careers Institute Fellow in 2018. MR. WHITE WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE AS A PUBLIC COMPANY DIRECTOR AND EXECUTIVE. | | James D. White — Age: 63 Director Since: 2022 | |
Director Biographies
| | Theodore Xenohristos has served as our Chief Concept Officer since November 2020 and as a member of our Board of Directors since 2010. Mr. Xenohristos created the CAVA brand and co-founded CAVA Mezze in 2006. Mr. Xenohristos co-founded CAVA in 2010 and has, since then, served as an advisor to CAVA’s Chief Executive Officer and President, Brett Schulman, providing expertise on a broad range of matters, including culinary and brand. MR. XENOHRISTOS WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS DEEP KNOWLEDGE OF OUR BUSINESS. | | Theodore Xenohristos — Age: 46 Director Since: 2010 | |
Director Biographies
| VOTE The Board of Directors recommends a vote "FOR" the election of Philippe Amouyal, David Bosserman, and Lauri Shanahan as Class I directors. |
Director Biographies
| Cava Group, Inc. | 8 | 2024 Proxy Statement |
Director Biographies
Corporate Governance
Policies on Hedging and Pledging
Director Compensation In connection with our initial public offering, our Board of Directors adopted a Non-Employee Director Compensation Policy, pursuant to which each non-employee director is eligible to receive compensation for his or her service as follows: •an annual retainer of $75,000 for service on our Board of Directors; •additional annual retainers in respect of service as our Board of Directors chair ($37,500), Audit Committee chair ($20,000), People, Culture and Compensation Committee chair ($15,000), Nominating, Governance and Sustainability Committee chair ($10,000), Audit Committee member ($10,000), People, Culture and Compensation Committee member ($7,500) and Nominating, Governance and Sustainability Committee member ($5,000); and •for directors serving at the time of our initial public offering a grant of restricted stock units (“RSUs”) with a grant date value of $110,000 based on the initial public offering price; and •for future years, an annual grant of RSUs with a grant date value of $110,000, based on the average closing price per share of the Company’s common stock over the 30 trading days preceding the grant date. RSUs granted under the Non-Employee Director Compensation Policy cliff vest on the first anniversary of the date of grant or, if earlier, the business day immediately preceding the date of the next Annual Meeting following the date of grant. The RSUs will vest in full to the extent outstanding and unvested upon a change in control. Messrs. Schulman and Xenohristos did not receive compensation for their services as directors during fiscal 2023.
Director Compensation Table
Director Compensation Table The following table summarizes the compensation of our directors who served during fiscal 2023 (other than Mr. Schulman who is our President and CEO and a named executive officer). See the section titled “Executive Compensation” for more information on the compensation paid to or earned by Mr. Schulman for his service as our President and CEO during fiscal 2023.
Director Compensation Table
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Compensation ($) | All Other Compensation ($) | Total ($) | | Ronald Shaich | 63,667(1) | 110,000(3) | | | | 173,667 | | Philippe Amouyal | 42,444(1) | 110,000(3) | | | | 152,444 | | David Bosserman | 45,097(1) | 110,000(3) | | | | 155,097 | | Benjamin Felt | 43,771(1) | 110,000(3) | | | | 153,771 | | Todd Klein | 50,403(1) | 110,000(3) | | | | 160,403 | | Karen Kochevar | 66,576(1) | 110,000(3) | 35,841(5) | | | 212,417 | | Lauri Shanahan | 50,403(1) | 110,000(3) | | | | 160,403 | | James D. White | 60,097(1) | 110,000(3) | | | | 170,097 | | Theodoros Xenohristos | 345,152(2) | 1,791,000(4) | 629,450(6) | 375,000(7) | 7,248(8) | 3,147,850 |
Director Compensation Table
1.Reflects cash compensation earned by each director in fiscal 2023 for service on the Board of Directors, one or more committees of the Board of Directors, and as chair of the Board of Directors or a committee of the Board of Directors.
Director Compensation Table
| Cava Group, Inc. | 19 | 2024 Proxy Statement |
Director Compensation Table
2.Reflects the base salary earned by Mr. Xenohristos for his service as the Company's Chief Concept Officer during fiscal 2023. 3.Represents the aggregate grant-date fair value of 5,000 time-vesting RSUs, awarded for the equity portion of each non-employee director's annual retainer, on June 15, 2023. The fair value of RSUs is based on the market value of the Company’s common stock on the date of grant calculated in accordance with FASB ASC Topic 718 (“Topic 718”). The award of RSUs represents the right to receive one share of common stock upon the vesting date of the RSU. The RSUs are scheduled to vest on June 14, 2024, subject to each non-employee director's continued service to the Board of Directors. The grant-date fair values reflected in the table do not take into account estimated forfeitures related to service-vesting conditions. 4.Represents the aggregate grant-date fair value of 6,993, 78,342, and 25,568 time-vesting RSUs awarded to Mr. Xenohristos on April 3, 2023, May 22, 2023, and June 15, 2023, respectively, for his service as the Company’s Chief Concept Officer. The fair value of RSUs is based on the market value of the Company’s common stock on the date of grant calculated in accordance with Topic 718. Mr. Xenohristos’s June 15, 2023 award was intended to serve as his RSU award through the end of fiscal 2024. The award of RSUs represents the right to receive one share of common stock upon the vesting date of the RSU. The RSUs are scheduled to vest in four equal annual installments commencing on April 3, 2024, May 22, 2024, and June 15, 2024, respectively, subject to Mr. Xenohristos’s continued employment. The grant-date fair values reflected in the table do not take into account estimated forfeitures related to service-vesting conditions 5.The amounts reported represent the aggregate grant-date fair value of 7,500 time-vesting option awards awarded to Ms. Kochevar on January 24, 2023, subject to her director agreement, calculated in accordance with Topic 718, utilizing the Black-Scholes option pricing model assumptions discussed in Note 14 (Equity-Based Compensation) to our 2023 Annual Report. The options are scheduled to vest in four equal annual installments commencing on January 24, 2024, subject to Ms. Kochevar's continued service on our Board of Directors. The grant-date fair values reflected in the table do not take into account estimated forfeitures related to service-vesting conditions. 6.The amounts reported represent the aggregate grant-date fair value of 14,418 and 50,268 time-vesting option awards awarded to Mr. Xenohristos on April 3, 2023 and June 14, 2023, respectively, for his service as the Company's Chief Concept Officer, calculated in accordance with Topic 718, utilizing the Black-Scholes option pricing model assumptions discussed in Note 14 (Equity-Based Compensation) to our 2023 Annual Report. Mr. Xenohristos’s June 14, 2023 award was intended to serve as his option award for the first fiscal year following our initial public offering. The options are scheduled to vest in four equal annual installments commencing on April 3, 2024 and June 14, 2024, respectively, subject to Mr. Xenohristos’s continued employment. The grant-date fair values reflected in the table do not take into account estimated forfeitures related to service-vesting conditions. 7.Reflects the annual cash incentive award earned by Mr. Xenohristos under the CAVA Short-Term Incentive Plan in respect of fiscal 2023. 8.Represents premiums paid by the Company on behalf of Mr. Xenohristos under the Company’s executive life insurance plan. As of December 31, 2023, Ms. Kochevar, Mr. White, and Mr. Xenohristos held options to purchase 97,878, 7,407, and 184,809 shares, respectively, of which 82,878, 1,851, and 103,896, respectively, were vested as of that date. As of December 31, 2023, the aggregate number of unvested RSUs of common stock for each director was as follows: Mr. Shaich: 5,000 shares; Mr. Amouyal: 5,000 shares; Mr. Bosserman: 5,000 shares; Mr. Felt: 5,000; Mr. Klein: 5,000 shares; Ms. Kochevar: 5,000 shares; Ms. Shanahan: 5,000 shares; Mr. White: 5,000 shares; and Mr. Xenohristos: 118,058.
Director Compensation Table
| Cava Group, Inc. | 20 | 2024 Proxy Statement |
Director Compensation Table
Executive Officers Set forth below are biographical summaries of our executive officers as of April 29, 2024. See “Proposal 1—Election of Directors” above for information about Mr. Schulman, who serves as our President and Chief Executive Officer.
Director Compensation Table
| Name | Age | Position(s) | | Brett Schulman | 52 | President and Chief Executive Officer | | Tricia Tolivar | 55 | Chief Financial Officer | | Jennifer Somers | 43 | Chief Operations Officer | | Robert Bertram | 55 | Chief Legal Officer and Secretary |
Director Compensation Table
| | Tricia Tolivar has served as our Chief Financial Officer since November 2020. Ms. Tolivar was the Chief Financial Officer for GNC from March 2015 to November 2020. On June 23, 2020, GNC Holdings, Inc. filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. Ms. Tolivar served in leadership positions with Ernst & Young from October 2007 to February 2015. Ms. Tolivar was the Chief Financial Officer of the Greater Memphis Arts Council from January 2006 to December 2008 and she held a series of executive leadership positions with AutoZone from 1996 to 2005. Ms. Tolivar received her B.B.A. in Accounting from Emory University’s Goizueta Business School. | | Tricia Tolivar | |
Director Compensation Table
| | Jennifer Somers has served as our Chief Operations Officer since November 2021. Ms. Somers served in several leadership positions at Taco Bell, YUM Brands from November 2015 to October 2021, including head of U.S. Field Operations. Ms. Somers also held field operational roles at National Veterinary Associates from January 2015 to November 2015 and at Champion Home Builders from August 2013 to January 2015. Ms. Somers was part of the Operations Strategy team at Mattel from October 2011 to August 2013 and was a strategy consultant at McKinsey & Co. from August 2009 to October 2011. Ms. Somers began her career as an engineer at Lockheed Martin. Ms. Somers received her B.S. in Operations Research & Industrial Engineering from Cornell University and her M.B.A. from the Wharton School at the University of Pennsylvania. | | Jennifer Somers | |
Director Compensation Table
| Cava Group, Inc. | 21 | 2024 Proxy Statement |
Director Compensation Table
| | Robert Bertram has served as our Chief Legal Officer and Secretary since September 2021. Prior to joining CAVA, Mr. Bertram was General Counsel and Assistant Secretary for Ollie’s Bargain Outlet Holdings from April 2014 to September 2021. Mr. Bertram was a practicing corporate attorney at McNees Wallace & Nurick LLC from June 2010 to April 2014, and was a corporate and securities industry regulatory attorney at the firm of Stevens & Lee from March 2001 to June 2010. Mr. Bertram has routinely mentored students through the College of the Liberal Arts at Penn State University. Mr. Bertram received his B.A. in Economics from Penn State University and his J.D. from Penn State Dickinson Law School. | | Robert Bertram | |
Director Compensation Table
| Cava Group, Inc. | 22 | 2024 Proxy Statement |
Director Compensation Table
Executive Compensation We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, also known as the JOBS Act. As a result, we are permitted to and rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, we have included compensation information for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer (our "NEOs") and have not included a compensation discussion and analysis of our executive compensation programs or tabular compensation information other than the Summary Compensation Table and the Outstanding Equity Awards table. In addition, for so long as we are an emerging growth company, we will not be required to submit certain executive compensation matters to our stockholders for advisory votes, such as “say-on-pay” and “say-on-frequency” compensation. Our NEOs for fiscal 2023 consist of the following three individuals: •Brett Schulman, our Chief Executive Officer and President; •Tricia Tolivar, our Chief Financial Officer; and •Jennifer Somers , our Chief Operations Officer.
Summary Compensation Table
Summary Compensation Table The table below sets forth the annual compensation earned by our NEOs for the fiscal years presented.
Summary Compensation Table
| Name Principal Position | Year | Salary (1) ($) | Bonus ($) | Stock Awards (2) ($) | Option Awards (3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | All Other Compensation (5) ($) | Total ($) | | Brett Schulman President and Chief Executive Officer | 2023 | 647,362 | — | 7,544,150 | 7,544,150 | 1,300,000 | 25,267 | 17,060,929 | | | 2022 | 618,000 | 69,525 | 1,158,746 | 385,959 | 365,006 | 5,692 | 2,602,928 | | Tricia Tolivar Chief Financial Officer | 2023 | 551,309 | — | 1,147,700 | 1,147,700 | 551,309 | 24,933 | 3,422,951 | | | 2022 | 520,000 | 39,000 | 129,985 | 129,902 | 204,750 | — | 1,023,637 | | Jennifer Somers Chief Operations Officer | 2023 | 519,808 | — | 690,000 | 690,000 | 478,125 | 29,805 | 2,407,738 | | | 2022 | 500,000 | 587,500 | 124,983 | 124,898 | 134,375 | 58,000 | 1,529,756 |
Summary Compensation Table
1.The amounts reported represent the named executive officer’s base salary earned during the fiscal year covered. 2.For fiscal 2023, the amounts reported represent the aggregate grant-date fair value of the time-vesting RSUs awarded to the named executive officer in fiscal 2023. The fair value of RSUs is based on the market value of the Company’s common stock on the date of grant computed in accordance with Topic 718. The award of RSUs represents the right to receive one share of our common stock upon the vesting date of the RSU. The RSUs are scheduled to vest in equal annual installments over four years (five years in the case of Mr. Schulman’s June 2023 award) on each anniversary of the vesting commencement date, subject to the executive officer’s continued employment. The grant-date fair values reflected in the table do not take into account estimated forfeitures related to service-vesting conditions. 3.For fiscal 2023, the amounts reported represent the aggregate grant date fair value of the stock options granted to the named executive officers calculated in accordance with Topic 718, utilizing the Black-Scholes option pricing model assumptions discussed in Note 14 (Equity-based Compensation) to our2023 Annual Report. The options are scheduled to vest in equal annual installments over four years (five years in the case of Mr. Schulman’s June 2023 award) on each anniversary of the vesting commencement date, subject to the executive officer’s continued employment. The grant-date fair values reflected in the table do not take into account estimated forfeitures related to service-vesting conditions.
Summary Compensation Table
| Cava Group, Inc. | 23 | 2024 Proxy Statement |
Summary Compensation Table
4.Amounts included in this column reflect the named executive officer’s annual cash incentive awards earned under the CAVA Short-Term Incentive Plan. See “Narrative Disclosure to Summary Compensation Table—Non-Equity Incentive Plan Compensation.” 5. For fiscal 2023, the amounts reported in “All Other Compensation” include the following:
Summary Compensation Table
| Name | Company 401(k) Match(a) ($) | Life Insurance Premiums(b) ($) | Value of Benefits Discount(c) ($) | Executive Physical(d) ($) | Executive Cybersecurity(e) ($) | Auto Allowance(f) ($) | Total ($) | | Brett Schulman | 692 | 1,526 | 16,849 | 4,200 | 2,000 | — | 25,267 | | Tricia Tolivar | — | 1,884 | 16,849 | 4,200 | 2,000 | — | 24,933 | | Jennifer Somers | 3,825 | 883 | 14,097 | 4,200 | 2,000 | 4,800 | 29,805 |
Summary Compensation Table
a.Consists of matching contributions made by the Company to the Company’s 401(k) Plan for the benefit of the executive. b. Represents life insurance premiums paid by the Company on the executive’s behalf under the Company’s executive life insurance plan. c.Represents executive discount provided for cost of medical, dental and vision coverage. d.Represents cost to the Company of executive physical benefit program to support early identification of preventable health risks. e.Represents cost to the Company of executive cybersecurity/identification protection program. f.Represents an annual car allowance paid to Ms. Somers pursuant to the terms of her employment agreement.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2023 :
Outstanding Equity Awards at Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | Name | Option/Stock Award Grant Date | | Number of Securities Underlying Unexercised Options – Exercisable (#) | Number of Securities Underlying Unexercised Options – Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(8) ($) | | Brett Schulman | 8/4/2015 | | 118,805 | — | 1.28 | 8/4/2025 | — | — | | | 12/20/2016 | | 55,611 | — | 1.92 | 12/20/2026 | — | — | | | 2/22/2018 | | 51,351 | — | 2.66 | 2/22/2028 | — | — | | | 1/25/2019 | | 661,968 | — | 7.56 | 1/25/2029 | — | — | | | 2/6/2019 | | 14,619 | — | 2.94 | 2/6/2029 | — | — | | | 5/28/2020 | (1) | — | — | — | — | 10,422 | 447,938 | | | 1/1/2021 | (2) | — | — | — | — | 59,682 | 2,565,132 | | | 5/10/2022 | (3) | 32,451 | 97,356 | 6.75 | 5/10/2032 | 128,751 | 5,533,718 | | | 4/3/2023 | (4) | — | 49,908 | 9.58 | 4/3/2033 | 24,207 | 1,040,417 | | | 6/14/2023 | (5) | — | 647,123 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023 | (5) | — | — | — | — | 332,386 | 14,285,950 | | Tricia Tolivar | 11/6/2020 | (6) | — | — | — | — | 80,301 | 3,451,337 | | | 5/10/2022 | (3) | 10,920 | 32,769 | 6.75 | 5/10/2032 | 14,445 | 620,846 | | | 4/3/2023 | (4) | — | 29,115 | 9.58 | 4/3/2033 | 14,121 | 606,921 | | | 6/14/2023 | (7) | — | 90,482 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023 | (7) | — | — | — | — | 46,022 | 1,978,026 | | Jennifer Somers | 10/26/2021 | (2) | — | — | — | — | 60,063 | 2,581,508 | | | 5/10/2022 | (3) | 10,500 | 31,506 | 6.75 | 5/10/2032 | 13,887 | 596,863 | | | 4/3/2023 | (4) | — | 27,456 | 9.58 | 4/3/2033 | 13,317 | 572,365 | | | 6/14/2023 | — | — | 50,268 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023 | (7) | — | — | — | — | 25,568 | 1,098,913 |
Outstanding Equity Awards at Fiscal Year-End
1.Vests in four equal annual installments commencing on January 1, 2021. 2.Vests in four equal annual installments commencing on the first anniversary of the grant date. 3.Vests in four equal annual installments commencing on January 20, 2023. 5.Vests in five equal annual installments commencing on June 14, 2024.
Outstanding Equity Awards at Fiscal Year-End
| Cava Group, Inc. | 28 | 2024 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End
6.Vests in four equal annual installments commencing on November 16, 2021. 7.Vests in four equal annual installments commencing on June 14, 2024. 8.The market value of unvested stock awards is based on the closing market price of our common stock on December 29, 2023, of $42.98.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Indemnification Agreements with our Directors and Officers
Indemnification Agreements with our Directors and Officers We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, together with our amended and restated bylaws, provide that we will jointly and severally indemnify each indemnitee to the fullest extent permitted by the Delaware General Corporation Law from and against all loss and liability suffered and expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding. Additionally, we will agree to advance to the indemnitee all out-of-pocket costs of any type or nature whatsoever incurred in connection therewith.
Indemnification Agreements with our Directors and Officers
| Cava Group, Inc. | 32 | 2024 Proxy Statement |
Indemnification Agreements with our Directors and Officers
Proposal No. 2 Approve an Amendment and Restatement of our 2023 Equity Incentive Plan On April 25, 2024, our Board of Directors approved the adoption of the CAVA Group, Inc. Amended and Restated 2023 Equity Incentive Plan (which we refer to as the “Amended Plan”), subject to stockholder approval. If approved by stockholders at the Annual Meeting, the Amended Plan will amend and restate the CAVA Group, Inc. 2023 Equity Incentive Plan (which we refer to as the “2023 Plan”). If our stockholders do not approve the Amended Plan, the existing 2023 Plan will remain in effect. We are seeking stockholder approval of the Amended Plan to modify the existing “evergreen” provision in the 2023 Plan such that the number of shares of our common stock available for awards under the Amended Plan shall be automatically increased on the first day of each fiscal year (commencing with January 1, 2025) by a number of shares of our common stock equal to the lesser of (i) 1% of the then-outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (ii) a lower number of shares of our common stock as may be determined by our Board of Directors. The primary purpose of the proposed amendment and restatement is to ensure that the Company will have a sufficient reserve of common stock available under the Amended Plan to grant equity awards to our officers, employees, non-employee directors and other eligible award recipients. Accordingly, our Board of Directors, based on the recommendation of the People, Culture and Compensation Committee, concluded that amending the evergreen provision was appropriate due to the constraints imposed by the limitations in the existing evergreen provision. If approved, the “Effective Date” set forth in the Amended Plan will be June 20, 2024, and the amended evergreen provision will apply until the tenth anniversary of such Effective Date. The other existing terms of the 2023 Plan will remain unchanged in the Amended Plan.