DEF 14A of Sweetgreen, Inc., Apr 24, 2025

DEF 14A of Sweetgreen, Inc.

Filed Apr 24, 2025 · FY20240001628280-25-019512

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 of the Board (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 a diversity of personal background, perspective, skills, and experience. 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.

  3. General

    General Sweetgreen’s Board currently consists of nine directors. On March 26, 2025, Valerie Jarrett, who has served as a member of our Board since August 2020, and Youngme Moon, who has served as a member of our Board since November 2016, each gave notice to the Board of an intention not to stand for re-election at the Annual Meeting. On March 28, 2025, at the recommendation of the NESG Committee, the Board nominated for re-election at the Annual Meeting each of our current directors other than Mses. Jarrett and Moon, and also nominated Dawn Ostroff and Montgomery Moran for election to the Board at the Annual Meeting. Ms. Ostroff and Mr. Moran were initially identified as potential director nominees by our Chief Executive Officer. Accordingly, the Board has nominated nine individuals for election to the Board at the Annual Meeting, and seven of those nine nominees have previously been elected by our stockholders. Each director that is 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. It is our policy to encourage directors to attend each annual meeting of stockholders. 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 17, 2025. 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 44, 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, a direct-to-consumer lifestyle brand focused on vision for all, which he co-founded. Mr. Blumenthal also serves on the boards of directors for Allbirds and Warby Parker, and for the following the non-profit organizations: Warby Parker Impact Foundation, the Partnership Fund for New York City, Tech:NYC, and Robin Hood Foundation. 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 55, 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 Daydream, a venture-backed startup. From January 2023 to June 2023, Ms. Bornstein served as an advisor to, and until January 2023 served as an executive at, Pinterest, 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, 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 since October 2016 and February 2019, respectively. Ms. Bornstein holds a B.A. and an 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 65, has served as a member of our Board since June 2020. Since April 2022, Mr. Burrows has served as Executive Advisor to the Chief Executive Officer of 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 40, 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. Montgomery Moran. Mr. Moran, age 58, has been nominated to begin serving on our Board in June 2025. From March 2005 to December 2016, Mr. Moran served in various executive roles at Chipotle Mexican Grill, including serving as Co-Chief Executive Officer starting in January 2009. Prior to joining Chipotle, Mr. Moran was the head of litigation and then managing partner and Chief Executive Officer at the Denver-based law firm of Messner and Reeves, which he led for ten years. Mr. Moran holds a B.A. from the University of Colorado Boulder and a J.D. from Pepperdine University. We believe Mr. Moran is qualified to serve on our Board due to his experience in the restaurant industry and as an executive officer. Jonathan Neman. Mr. Neman, age 40, 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. Dawn Ostroff. Ms. Ostroff, age 65, has been nominated to begin serving on our Board in June 2025. From August 2018 to April 2023, Ms. Ostroff served as the Chief Content & Advertising Business Officer at Spotify Technology, where she oversaw all global content, content operations, and advertising revenue for the company. Prior to her role at Spotify, Ms. Ostroff held executive leadership roles at Condé Nast Entertainment, The CW Network, Lifetime Entertainment Services, and United Paramount Network (UPN). Ms. Ostroff currently serves as a member of the board of directors of Mattel and as a member of the New York University Faculty of Arts & Science Board, and she previously served on the board of directors of Paramount Global, Activision Blizzard, and Westfield Corporation. We believe Ms. Ostroff is qualified to serve on our Board due to her extensive experience in the media and advertising industries and as an executive officer. Nathaniel Ru. Mr. Ru, age 39, 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. From October 2009 to December 2017, he served as our Co-Chief Executive Officer. 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.

  5. Nominees

    Bradley Singer. Mr. Singer, age 58, 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, and from December 2001 to June 2008, he served as the Chief Financial Officer and Treasurer of American Tower Corporation. Mr. Singer serves on the boards of directors of Crown Castle, Redfin Corporation, and Warby Parker, and previously served on the boards of directors of Citizens Communication Corporation, Martha Stewart Living Omnimedia, Motorola Solutions, 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.

  6. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table shows for the fiscal year ended December 29, 2024 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 | $218,480 | $268,480 | | Julie Bornstein | $50,000 | $218,480 | $268,480 | | Cliff Burrows | $85,000 | $218,480 | $303,480 | | Valerie Jarrett | $60,000 | $218,480 | $278,480 | | Youngme Moon | $50,000 | $218,480 | $268,480 | | Bradley Singer | $70,000 | $218,480 | $288,480 |

  8. Non-Employee Director Compensation

    ______________________ (1) The aggregate number of shares subject to outstanding stock options held by each director listed in this table as of December 29, 2024 was as follows: 50,000 for Ms. Bornstein and 50,000 for Mr. Singer. (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 this table as of December 29, 2024 was as follows: 10,417 for Mr. Blumenthal, 10,417 for Mr. Burrows, and 10,417 for Ms. Jarrett. 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 the section title, “Executive Compensation—Fiscal Year 2024 Summary Compensation Table” (the “Summary Compensation Table”). Mr. Ru ceased to serve as an executive officer as of December 30, 2024, but has continued as an employee. Since December 30, 2024, Mr. Ru has received an annual base salary of $375,000 and he is eligible for a target bonus of 50% of the total base salary that he earns for the 2025 calendar year.

  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. Our Compensation Committee reviews the compensation of our non-employee directors periodically and recommends changes to our Board when it deems appropriate. To assist with our Compensation Committee’s and our Board’s review, our Compensation Committee’s external compensation consultant prepares a comprehensive annual assessment of our non-employee director compensation program. The assessment includes benchmarking director compensation against the same peer group used for executive compensation decision-making, an update on recent trends in director compensation, and a review of related corporate governance best practices. We target compensation for service on our board and committees within the competitive range of companies in our peer group. 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 RSUs”); 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. 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 2025 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 1st 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

    | Element of Compensation | Objectives | Governance and Process | | Base Salary (fixed) | A general market practice as part of a competitive total compensation package. Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and determined based on a number of factors (including individual performance and the overall performance of our Company) and by reference, in part, to peer group data and/or market survey data. | | Annual Performance Bonus (at-risk) | Motivates and rewards for the achievement of key annual financial goals. For fiscal year 2024, we used two equally weighted financial goals, which were based upon revenue and Adjusted EBITDA. | Target bonus opportunities may be paid in cash or equity and 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 subject to the discretion of the Compensation Committee (or the independent directors of the Board, with respect to our three founders) and are typically dependent upon the achievement of the applicable financial objective(s), which are determined and communicated during the first fiscal quarter of the year. Actual bonus amounts are determined after the end of the year, following the certification of the applicable financial results. | | Equity (at-risk) | 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 fiscal 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. Determining Executive Compensation

    In September 2024, Semler Brossy proposed, and the Compensation Committee approved, no changes to the foregoing peer group for the Company for fiscal year 2025. Use of Peer Group and Competitive Market Compensation Survey Data For fiscal year 2024, the Compensation Committee used competitive market data in its assessment of executive compensation. Two sources were generally used for these purposes: publicly available peer group data and data from the Radford McLagan Survey. 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. Survey matches were made using comparable roles under the best available industry and revenue cuts. The Committee did not target pay to fall at any particular percentile of the peer group or survey data, but rather reviewed such data as a helpful reference point in making fiscal year 2024 compensation decisions. Peer group and survey data are only two 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.” 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. •Peer group and survey data as described above in “—Use of Peer Group and Competitive Market Compensation Survey Data.” •Recommendations from our independent compensation consultant on compensation policy determinations for our executive officers. •Recommendations from the CEO (provided that the CEO may not be present during the voting or deliberations of his own compensation).

  12. 2024 Executive Compensation Program

    ______________________ * Ms. Williams’ employment with the Company first commenced on February 5, 2024. Annual Performance Bonus Target Bonuses In February 2024, the Compensation Committee approved the fiscal year 2024 target bonus opportunities for each of our named executive officers other than our CEO and, at the recommendation of the Compensation Committee, the independent members of the Board approved a fiscal year 2024 target bonus opportunity for our CEO. The Compensation Committee and the independent members of our Board, as applicable, previously reduced the fiscal year 2023 target bonus opportunities for our CEO and our CFO, in part to reduce the potential bonus expense in connection with the Company’s strategic goal to achieve positive Adjusted EBITDA. The Company achieved positive Adjusted EBITDA for the second and third quarters of the 2023 fiscal year. As such, the fiscal year 2024 target bonus opportunity for our CEO, Jonathan Neman, was set at 100% of his calendar year base salary, a return to the percentage that applied in 2022, and the fiscal year 2024 target bonus opportunity for our CFO, Mitch Reback, was set at 75% of his calendar year base salary, a partial return to the percentage that applied in 2022. The fiscal year 2024 target bonus opportunity for our Chief Operating Officer, Ms. Williams, was set by the Compensation Committee on January 26, 2024 prior to the commencement of her employment with the Company on February 5, 2024. The Compensation Committee considered the factors detailed in the section above titled, “Determining Executive Compensation—Factors Used in Determining Executive Compensation” when setting Ms. Williams’ target bonus opportunity. The fiscal year 2024 target bonus opportunities for our two other named executive officers were set at 50% of their calendar year base salaries which, as a percentage of base salary, were unchanged from their target bonus opportunities for fiscal year 2023.

  13. 2024 Executive Compensation Program

    | Named Executive Officer | Target Bonus 2022 | Target Bonus 2023 | Target Bonus 2024 | | Jonathan Neman | 100% | 50% | 100% | | Mitch Reback | 100% | 50% | 75% | | Wouleta Ayele | 50% | 50% | 50% | | Adrienne Gemperle | n/a* | 50% | 50% | | Rossann Williams | n/a* | n/a* | 75% |

  14. 2024 Executive Compensation Program

    * Ms. Gemperle was not a named executive officer in 2022, and Ms. Williams was not an employee of the Company in 2022 or 2023. Bonus Plan Design On February 12, 2024, the Compensation Committee approved the adoption of the Sweetgreen Support Center (SGSC) 2024 Annual Bonus Plan (the “2024 SGSC 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 2024 SGSC Bonus Plan for our three founders, including our CEO, on February 13, 2024. The 2024 SGSC Bonus Plan was focused on two equally weighted financial performance goals set by the Compensation Committee (and by our independent directors, with respect to our CEO): a revenue target and a SGSC Bonus Adjusted EBITDA target. These two performance goals reflected the Company’s desire to drive sales growth across our existing and new locations and continue to focus on profitability. “SGSC Bonus Adjusted EBITDA” represents a modified version of our Adjusted EBITDA (as defined in our 2024 Form 10-K); the modification excludes the impact of the accrual for the 2024 SGSC Bonus Plan. The revenue and SGSC Bonus Adjusted EBITDA goals were set with the following threshold, target, and maximum levels, with a limited number of additional, discrete levels for performance between the following three levels:

  15. 2024 Executive Compensation Program

    | Metric | Threshold (40% Payout) | Target (100% Payout) | Maximum (150% Payout) | | Revenue | $637,900,000 | $668,000,000 | $701,400,000 | | SGSC Bonus Adjusted EBITDA | $10,400,000 | $22,400,000 | $35,700,000 |

  16. 2024 Executive Compensation Program

    | Named Executive Officer | Target Bonus Opportunity (% of Base Salary*) | Actual Bonus Percentage Paid (% of Target Bonus Opportunity) | Actual Bonus Paid (in Dollars) | | Jonathan Neman | 100% | 67.5% | $368,098 | | Mitch Reback | 75% | 67.5% | $239,843 | | Wouleta Ayele | 50% | 67.5% | $170,595 | | Adrienne Gemperle | 50% | 67.5% | $140,712 | | Rossann Williams | 75% | 67.5% | $230,177 |

  17. 2024 Executive Compensation Program

    ______________________ * Refers to base salary that is earned by the individual for work performed during the 2024 calendar year. Equity Awards Fiscal Year 2024 Equity Awards for Named Executive Officers On February 12, 2024, our Compensation Committee approved equity awards for each of our named executive officers other than Mr. Neman. Each such award consists of a mix of stock options and RSUs. For Mr. Reback, Ms. Ayele, and Ms. Gemperle, 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 $12.49 per share, which is equal to the closing price for the Company’s Class A common stock on the day of grant. Ms. Williams’ award has different vesting terms, because it is not an annual award but is instead her initial equity award as a new employee. Ms. Williams’ award vests over a four-year period, with 25% vesting one year following the vesting commencement date and then 7.5% vesting each quarter thereafter for the remainder of the four-year period. The exercise price for Ms. Williams’ stock option is $12.49 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 of Mr. Reback, Ms. Ayele, and Ms. Gemperle on February 12, 2024, the Compensation Committee first determined a target economic value for each award, and then 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. For Ms. Williams’ award, the Compensation Committee chose a fixed number of stock options and RSUs, in the ratio of 75% stock options and 25% RSUs. In each case, the Compensation Committee took into consideration the factors described in the section above titled, “Determining Executive Compensation—Factors Used in Determining Executive Compensation.” Summary The total number of stock options and RSUs granted to each of our named executive officers in respect of their annual equity awards in fiscal year 2024 is set forth in the table below. The amounts in this table do not include the fully vested RSUs granted to each of our named executive officers as payment under the Company’s 2024 SGSC Bonus Plan, which grants are discussed above in the section titled, “—Annual Performance Bonus.”

  18. 2024 Executive Compensation Program

    | Named Executive Officer | Stock Options Granted (# shares) | RSUs Granted (# shares) | | Jonathan Neman | 0 | 0 | | Mitch Reback | 123,940 | 23,663 | | Wouleta Ayele | 99,152 | 18,930 | | Adrienne Gemperle | 99,152 | 18,930 | | Rossann Williams | 300,000 | 100,000 |

  19. 2024 Executive Compensation Program

    Pre-IPO Equity Grant to Chief Executive Officer We granted certain equity awards to our three founders, including our CEO, prior to our initial public offering in November 2021. While these grants pre-date our most recently concluded fiscal year, we believe that a discussion of these awards is helpful for purposes of understanding our compensation decisions for fiscal year 2024. The purpose of the grants was to recognize past contributions as well as reward the three founders for achieving sustained stock price growth over time. In October 2021, prior to our initial public offering (our “IPO”), our Board granted performance-based RSUs to our founders, including our CEO, Mr. Neman (the “Founder Awards”). Mr. Neman was granted 2,100,000 RSUs under the Company’s 2019 Equity Incentive Plan (the “2019 Plan”), which were eligible to vest beginning on November 15, 2022 in seven equal tranches upon the attainment of milestones based on the trailing 90-day volume weighted average trading price of our Class A common stock, as set forth in the table below, subject to Mr. Neman’s continuous service through each applicable vesting date.

  20. 2024 Executive Compensation Program

    | Number of Restricted Stock Units in Vesting Tranche | Milestone Price Per Share of Common Stock | Date Achieved | | 300,000 | $30.00 | 8/24/2024 | | 300,000 | $37.50 | 12/12/2024 | | 300,000 | $45.00 | -- | | 300,000 | $52.50 | -- | | 300,000 | $60.00 | -- | | 300,000 | $67.50 | -- | | 300,000 | $75.00 | -- |

  21. 2024 Executive Compensation Program

    In fiscal year 2024, two tranches of RSUs under the Founder Awards vested. The first tranche vested on August 24, 2024, following the Compensation Committee’s certification on that date that the first stock price milestone of $30.00 had been achieved. The second tranche vested on December 12, 2024, following the Compensation Committee’s certification on that date that the second stock price milestone of $37.50 had been achieved. Accordingly, in fiscal year 2024, Mr. Neman vested in 600,000 RSUs underlying the first two tranches of his Founder Awards. For two years following Mr. Neman’s receipt of any shares of Class A common stock in connection with any vesting under the Founder Awards, Mr. Neman may not transfer 50% of such number of shares of Class A common stock (net of any shares of Class A common stock used to satisfy certain tax-related obligations). At the time the Founder Awards were first granted in October 2021, our Board contemplated that such awards would be in lieu of annual equity awards to our founders through fiscal year 2025, unless the Board determined otherwise. As such, Mr. Neman did not receive an annual equity award in fiscal year 2024. However, in March 2025, at the recommendation of our Compensation Committee, our Board decided to provide Mr. Neman with an annual equity award for fiscal year 2025. The Compensation Committee recommended this grant for Mr. Neman based upon his performance and the scope of his role and to better align Mr. Neman’s compensation with that of similarly situated executives within our peer group.

  22. Other Features of Our Executive Compensation Program

    Other Features of Our Executive Compensation Program Employment Arrangements and Severance Benefits We have entered into employment agreements with all of our named executive officers setting forth the terms and conditions of such executives’ employment with us. We entered into employment agreements with each of Mr. Neman, Mr. Reback, Ms. Gemperle, and Ms. Ayele in October 2021. We entered into an employment agreement with Ms. Williams effective as of February 5, 2024. The employment agreements generally provide for at-will employment, have no specific term, and set forth the named executive officers’ initial annual base salary and target bonus. The 2024 base salary and target bonus for each such individual are discussed above. The employment agreements also provide that such individuals are eligible for severance benefits in certain situations, the terms of which are described below. Pursuant to the employment agreements, in the event of a termination without cause or resignation with good reason (each as defined in the respective employment agreement) that occurs during the time period commencing on the effective date of a change in control (as defined in the Company’s then-applicable equity incentive plan) and continuing until the twelve-month anniversary of the effective date of the change in control, we will provide the following severance benefits, contingent upon the conditions set forth in the respective employment agreement, including entering into a release of claims and complying with any existing confidentiality agreement: (i) 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) and (ii) a lump sum cash payment equal to such named executive officer’s target bonus for the applicable fiscal year, pro-rated based on the date of termination. The employment agreements also provide that, in the event of a termination without cause or resignation without good reason that is not within the change of control period described above, we will provide the following severance benefits, contingent upon the conditions set forth in the respective employment agreement: (i) 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) and (ii) a lump sum cash payment equal to such named executive officer’s target bonus for the applicable fiscal year, pro-rated based on the date of termination. These payments are discussed in more detail below in the section entitled “Potential Payments Upon Termination or Change of Control.” In addition to base salary, target bonus, and severance benefits, the employment agreement that we entered into with Ms. Willams also included a one-time relocation stipend in the net amount of $175,000 (after applicable deductions and withholdings) and, subject to the Compensation Committee’s further approval, an initial equity award. Ms. Williams’ initial equity award is discussed above in the section titled, “2024 Executive Compensation Program—Equity Awards.” Separation and Post-Employment Agreements with Rossann Williams Ms. Williams’ employment with the Company ended by mutual agreement of the parties on April 16, 2025. On that day, Ms. Williams entered into a separation agreement and release with the Company, and also entered into a consultant agreement with the Company pursuant to which she agreed to serve as a consultant to the Company from April 16, 2025 through June 1, 2025. Under the terms of that consultant agreement, Ms. Williams must, as requested by the Company, provide up to 10 hours of consulting services in each of April and May. In consideration for her post-employment consulting services, Ms. Williams will receive payments of $5,000 for each of April and May (for a total of $10,000), she will be entitled to the continued vesting of her existing equity awards for the term of the consultant agreement, she will be entitled to exercise her stock options for a period of one year following her termination of employment (or until the expiration date of the option, if earlier), and she will receive a net amount (after applicable deductions and withholdings) sufficient to pay her COBRA premiums for 12 months. Additionally, if Ms. Williams enters into, and does not revoke, a second release with the Company following the term of her consultant agreement, Ms. Williams will be entitled to an additional one-time payment of $10,000 and the Company will waive any right it may have under Ms. Williams’ employment agreement to receive repayment of her relocation stipend. Other Benefits We provide the opportunity for our named executive officers to enroll in benefits that are available to all our employees, including retirement benefits under the Company’s 401(k) plan and participation in employee health and welfare benefit plans. We also pay the premiums for term life insurance and disability insurance for all of our employees, including our named executive officers. We provide limited perquisites or personal benefits to our executive officers, including up to $75 per week in Sweetgreen credits to spend at our stores, a benefit which is available to all full-time employees at our Sweetgreen Support Center. We also occasionally cover the cost of commuting expenses for our founders.

  23. Fiscal Year 2024 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 | 2024 | $542,308 | — | — | — | $368,098 | $144(4) | $910,550 | | | 2023 | $461,538 | — | — | — | $150,000 | $11,010 | $622,548 | | | 2022 | $350,000 | — | — | — | — | $144 | $350,144 | | Mitch Reback Chief Financial Officer | 2024 | $471,154 | — | $295,551 | $749,998 | $239,843 | $144(4) | $1,756,690 | | | 2023 | $415,673 | — | $548,100 | $976,824 | $135,000 | $144 | $2,075,741 | | | 2022 | $375,000 | — | — | — | — | $144 | $375,144 | | Wouleta Ayele Chief Technology Officer | 2024 | $502,692 | — | $236,436 | $599,999 | $170,595 | $144(4) | $1,509,866 | | | 2023 | $477,692 | — | $62,403 | $216,605 | $147,000 | $144 | $903,844 | | | 2022 | $475,000 | $75,000 | — | — | — | $4,719 | $554,719 | | Adrienne Gemperle(5) Chief People Officer | 2024 | $414,616 | — | $236,436 | $599,999 | $140,712 | $144(4) | $1,391,906 | | | 2023 | $375,673 | — | $46,800 | $162,453 | $115,500 | $144 | $700,570 | | Rossann Williams(6) Chief Operating Officer (former) | 2024 | $451,923 | $288,769 | $1,249,000 | $1,815,390 | $230,177 | $144(4) | $4,035,403 |

  24. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  25. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Possible 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 | — | $218,132 | $545,330 | $817,995 | — | — | — | — | | Mitch Reback | Cash Incentive | — | $142,129 | $355,323 | $532,985 | — | — | — | — | | | Option | 2/12/2024 | — | — | — | — | 123,940(3) | $12.49 | $749,998 | | | RSU | 2/12/2024 | — | — | — | 23,663(4) | — | — | $295,551 | | Wouleta Ayele | Cash Incentive | — | $101,093 | $252,734 | $379,100 | — | — | — | — | | | Option | 2/12/2024 | — | — | — | — | 99,152(3) | $12.49 | $599,999 | | | RSU | 2/12/2024 | — | — | — | 18,930(4) | — | — | $236,436 | | Adrienne Gemperle | Cash Incentive | — | $83,385 | $208,462 | $312,692 | — | — | — | — | | | Option | 2/12/2024 | — | — | — | — | 99,152(3) | $12.49 | $599,999 | | | RSU | 2/12/2024 | — | — | — | 18,930(4) | — | — | $236,436 | | Rossann Williams | Cash Incentive | — | $136,401 | $341,003 | $511,504 | — | — | — | — | | | Option | 2/12/2024 | — | — | — | — | 300,000(5) | $12.49 | $1,815,390 | | | RSU | 2/12/2024 | — | — | — | 100,000(6) | — | — | $1,249,000 |

  26. Grants of Plan-Based Awards

    ______________________ (1) Amounts reflect target performance-based incentives for the named executive officers under our 2024 SGSC Bonus Plan based on the Company’s achievement of two equally weighted financial performance goals: revenue and SGSC Bonus Adjusted EBITDA. Bonus earnings pursuant to the 2024 SGSC Bonus Plan were settled in fully vested RSUs. See “Compensation Discussion and Analysis—2024 Executive Compensation Program—Annual Performance Bonus—Bonus Plan Design and Performance Achievement” above for additional information regarding the 2024 SGSC Bonus Plan. Actual payments under the 2024 SGSC Bonus Plan are set forth in the Summary Compensation Table above. (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 2024 Form 10-K. (3) The stock option awards were granted under our 2021 Plan. The shares subject to the option vest as follows, with the first vest occurring on February 15, 2024: (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 restricted stock unit awards were granted under our 2021 Plan. The restricted stock unit awards vest as follows, with the first vest occurring on February 15, 2024: (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. (5) The stock option awards were granted under our 2021 Plan. The shares subject to the option vest as follows: (i) 25% of the options vested on February 15, 2025, and (ii) 7.5% of the options will vest in quarterly installments on each quarterly vesting date over the subsequent three years, 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: (i) 25% of the restricted stock unit awards vested on February 15, 2025, and (ii) 7.5% of the restricted stock unit awards will vest in quarterly installments on each quarterly vesting date over the subsequent three years, subject to the reporting person's continuous service through each applicable vesting date.

  27. 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 29, 2024. All awards were granted pursuant to the 2009 Equity Incentive Plan (the "2009 Plan"), the 2019 Plan, or the 2021 Plan.

  28. 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(2) | 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(2) | | Jonathan Neman | 1/1/2018 | 1/1/2018 | 14,173(3) | — | $3.14 | 3/13/2027 | — | — | — | — | | | 8/28/2018 | 8/28/2018 | 1,200,000(3) | — | $3.73 | 8/27/2028 | — | — | — | — | | | 12/5/2019 | 12/5/2019 | 187,394 (3) | — | $7.77 | 12/4/2029 | — | — | — | — | | | 12/5/2019 | 1/1/2019 | 248,778(3) | — | $7.77 | 12/4/2029 | — | — | — | — | | | 6/16/2021 | 1/1/2021 | 784,829(4)(5) | 17,292 | $10.76 | 6/15/2031 | — | — | — | — | | | 10/24/2021 | 11/17/2021 | — | — | — | — | — | — | 1,500,000(9) | $48,555,000 | | Mitch Reback | 12/5/2019 | 1/1/2019 | 30,000(3) | — | $7.77 | 12/4/2029 | — | — | — | — | | | 12/5/2019 | 12/5/2019 | 150,000(3) | — | $7.77 | 12/4/2029 | — | — | — | — | | | 6/30/2020 | 6/30/2020 | 81,250(3) | — | $4.78 | 6/29/2030 | — | — | — | — | | | 6/16/2021 | 1/1/2021 | 244,791(4)(5) | 5,209 | $10.76 | 6/15/2031 | — | — | — | — | | | 2/21/2023 | 2/15/2023 | 30,360(7) | 41,069 | $9.36 | 2/20/2033 | — | — | — | — | | | 5/1/2023 | 5/15/2023 | 59,066(7) | 109,684 | $8.08 | 4/30/2033 | — | — | — | — | | | 2/12/2024 | 2/15/2024 | 24,792 (7) | 99,148 | $12.49 | 2/11/2034 | — | — | — | — | | | 10/24/2021 | 8/15/2021 | — | — | — | — | 37,500(10) | $1,213,875 | — | — | | | 2/21/2023 | 2/15/2023 | — | — | — | — | 5,750(11) | $186,128 | — | — | | | 5/1/2023 | 5/15/2023 | — | — | — | — | 36,560(11) | $1,183,447 | — | — | | | 2/12/2024 | 2/15/2024 | — | — | — | — | 18,927(11) | $612,667 | — | — | | Wouleta Ayele | 8/19/2021 | 8/17/2021 | 208,333(4)(6) | 41,667 | $15.02 | 8/18/2031 | — | — | — | — | | | 2/21/2023 | 2/15/2023 | 20,240(7) | 27,379 | $9.36 | 2/20/2023 | — | — | — | — | | | 2/12/2024 | 2/15/2024 | 19,832(7) | 79,320 | $12.49 | 2/11/2034 | — | — | — | — | | | 10/24/2021 | 8/15/2021 | — | — | — | — | 28,125(10) | $910,406 | — | — | | | 2/21/2023 | 2/15/2023 | — | — | — | — | 3,832(11) | $124,042 | — | — | | | 2/12/2024 | 2/15/2024 | — | — | — | — | 15,142(11) | $490,147 | — | — | | Adrienne Gemperle | 8/29/2020 | 7/6/2020 | 129,080(3) | — | $4.78 | 8/28/2030 | — | — | — | — | | | 6/16/2021 | 1/1/2021 | 97,916(4) | 2,084 | $10.76 | 6/15/2031 | — | — | — | — | | | 2/21/2023 | 2/15/2023 | 15,180(7) | 20,534 | $9.36 | 2/20/2033 | — | — | — | — | | | 2/12/2024 | 2/15/2024 | 19,832(7) | 79,320 | $12.49 | 2/11/2034 | — | — | — | — | | | 10/24/2021 | 8/15/2021 | — | — | — | — | 28,125(10) | $910,406 | — | — | | | 2/21/2023 | 2/15/2023 | — | — | — | — | 2,875 (11) | $93,064 | — | — | | | 2/12/2024 | 2/15/2024 | — | — | — | — | 15,142(11) | $490,147 | — | — | | Rossann Williams | 2/12/2024 | 2/15/2024 | 0(8) | 300,000 | $12.49 | 2/11/2034 | — | — | — | — | | | 2/12/2024 | 2/15/2024 | — | — | — | — | 100,000(10) | $3,237,000 | — | — |

  29. 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) The amount is calculated using a value of $32.37 per share, which was the closing price of our Class A common stock on the NYSE on December 27, 2024, the last trading day of our 2024 fiscal year. (3) The shares subject to the option are fully vested. (4) 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. (5) 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). (6) 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). (7) 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. (8) 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 12 equal quarterly installments thereafter, subject to the recipient’s continuous service through each applicable vesting date. (9) 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. (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 12 equal quarterly installments thereafter, subject to the recipient’s continuous service through each applicable vesting date. (11) 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.

  30. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows certain information regarding option exercises and stock vesting during the 2024 fiscal year with respect to our named executive officers.

  31. Option Exercises and Stock Vested

    | | Option Awards | | Stock awards | | | Name | Number of shares acquired on exercise | Value realized on exercise | Number of shares acquired on vesting | Value realized on vesting | | Jonathan Neman | 315,485 | $9,891,771(1) | 618,750(2) | $23,026,906(3) | | Mitch Reback | — | — | 71,550 | $2,083,124(4) | | Wouleta Ayele | — | — | 43,121 | $1,238,875(4) | | Adrienne Gemperle | — | — | 42,663 | $1,225,065(4) | | Rossann Williams | — | — | — | — |

  32. Option Exercises and Stock Vested

    ______________________ (1) The value realized on exercise is based on the difference between the closing market price of our Class A common stock on the date of exercise and the applicable exercise price of those options, and does not represent the actual amounts received by Mr. Neman as a result of the option exercises. (2) Includes vesting of 18,750 shares previously acquired upon early exercise of stock options that were subject to a right of repurchase. (3) 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, and the number of shares of our Class A common stock underlying the restricted stock units that vested, each multiplied by the closing market price of our Class A common stock on the corresponding vesting date, and does not represent the actual amount received by Mr. Neman as a result of such vesting. (4) 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 Class A common stock on the corresponding vesting date, and does not represent the actual amounts received by such named executive officer as a result of the restricted stock unit awards vesting.

  33. 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 29, 2024, and thus are estimates of the amounts that would be paid out to our named executive officers in such circumstances.

  34. 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 resignation with good reason | $550,000 | $542,308 | — | $1,092,308 | | | Termination without cause or resignation with good reason in connection with a change in control | $825,000 | $542,308 | $373,680 | $1,740,988 | | Mitch Reback | Termination without cause or resignation with good reason | $237,500 | $353,365 | — | $590,865 | | | Termination without cause or resignation with good reason in connection with a change in control | $475,000 | $353,365 | $112,566 | $940,931 | | Wouleta Ayele | Termination without cause or resignation with good reason | $252,500 | $251,346 | — | $503,846 | | | Termination without cause or resignation with good reason in connection with a change in control | $505,000 | $251,346 | $722,922 | $1,479,268 | | Adrienne Gemperle | Termination without cause or resignation with good reason | $210,000 | $207,308 | — | $417,308 | | | Termination without cause or resignation with good reason in connection with a change in control | $420,000 | $207,308 | — | $627,308 | | Rossann Williams(4) | Termination without cause or resignation with good reason | $250,000 | $338,942 | — | $588,942 | | | Termination without cause or resignation with good reason in connection with a change in control | $500,000 | $338,942 | — | $838,942 |

  35. Potential Payments Upon Termination or Change of Control

    ______________________ (1) In the event of termination without cause or resignation with good reason, represents a lump sum cash payment equal to 12 months of base salary (for our CEO, Mr. Neman) or six months of base salary (for our other named executive officers). In the event of termination without cause or resignation with good reason in connection with a change in control, represents a lump sum cash payment equal to 18 months of base salary (for our CEO, Mr. Neman) or 12 months of base salary (for our other named executive officers). (2) In the event of termination without cause or resignation with good reason or termination without cause or resignation 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 is based on the closing price of $32.37 per share of our Class A common stock as of December 27, 2024 less the exercise price of the underlying option. As of December 29, 2024, our named executive officers other than Mr. Neman, Mr. Reback, and Ms. Ayele had no in-the-money options for which vesting is accelerated upon a triggering event. As of December 29, 2024, our named executive officers had no unvested RSUs for which vesting is accelerated upon a triggering event. (4) Ms. Williams’ employment with the Company ended by mutual agreement of the parties on April 16, 2025. On that day, Ms. Williams entered into a separation agreement and release with the Company, and also entered into a consultant agreement with the Company pursuant to which she agreed to serve as a consultant to the Company from April 16, 2025 through June 1, 2025. Under the terms of that consultant agreement, Ms. Williams must, as requested by the Company, provide up to 10 hours of consulting services in each of April and May. In consideration for her post-employment consulting services, Ms. Williams will receive payments of $5,000 for each of April and May (for a total of $10,000), she will be entitled to the continued vesting of her existing equity awards for the term of the consultant agreement, she will be entitled to exercise her stock options for a period of one year following her termination of employment (or until the expiration date of the option, if earlier), and she will receive a net amount (after applicable deductions and withholdings) sufficient to pay her COBRA premiums for 12 months. Additionally, if Ms. Williams enters into, and does not revoke, a second release with the Company following the term of her consulting engagement, Ms. Williams will be entitled to an additional one-time payment of $10,000 and the Company will waive any right it may have under Ms. Williams’ employment agreement to receive repayment of her relocation stipend.

  36. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K (“Item 402(u)”) 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 our CEO, Mr. Neman). We identified the median employee by examining 2024 total compensation using a consistently applied compensation measure (“CACM”) of taxable income (IRS Form W-2, Box 1) for 2024. We included all employees employed as of December 29, 2024, 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 at 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 29, 2024, the total compensation for the median employee was $23,469, and the total compensation for Mr. Neman reported in the Summary Compensation Table was $910,550. This results in a ratio of our CEO’s annual total compensation to our median employee’s annual total compensation of 39:1. 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.

  37. 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 (“TSR”), net income, and Adjusted EBITDA performance results, for our fiscal years ending in 2021, 2022, 2023, and 2024:

  38. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (2) (3) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs (2)(3) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (5) | Net Income (Loss) | Adjusted EBITDA (6) | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 910,550 | 52,279,549(4) | 2,173,466 | 9,187,848(4) | 116 | 103 | (90,373,000) | 18,708,000 | | 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 | 38,834,483 | 111,254,241(4) | 38,814,481 | 111,234,239(4) | 112 | 98 | (153,175,000) | (63,099,000) |

  39. Pay Versus Performance Table

    ______________________ (1) Our PEO and other NEOs included in the above compensation columns reflect the following:

  40. Pay Versus Performance Table

    | Year | PEO | Non-PEOs | | 2024 | Jonathan Neman | Mitch Reback, Wouleta Ayele, Adrienne Gemperle, and Rossann Williams | | 2023 | Jonathan Neman | Mitch Reback, Wouleta Ayele, Adrienne Gemperle, and Jim McPhail | | 2022 | Jonathan Neman | Mitch Reback, Wouleta Ayele, Jim McPhail, and Daniel Shlossman | | 2021 | Jonathan Neman | Nicolas Jammet and Nathaniel Ru |

  41. 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 2024, $32.06 (184% increase from prior year), for 2023, $11.30 (28% increase from prior year); for 2022, $8.83 (72% reduction from prior year); and for 2021, $31.36 (304% increase from IPO date). (4) "Compensation Actually Paid" to our PEO (Jonathan Neman) and the average “Compensation Actually Paid” to our non-PEO NEOs in 2024, 2023, 2022, and 2021 reflect the following adjustments from total compensation reported in the Summary Compensation Table (in thousands):

  42. Pay Versus Performance Table

    | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO | Average Non-PEO | PEO | Average Non-PEO | PEO | Average Non-PEO | PEO | Average Non-PEO | | Total Reported in Summary Compensation Table (SCT) | $910,550 | $2,173,466 | $622,548 | $1,080,321 | $350,144 | $649,693 | $38,834,483 | $38,814,481 | | Less, Value of Stock and Option Awards reported in SCT | — | $(1,445,702) | — | $(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 | — | $4,546,299 | — | $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 | $30,769,608 | $1,937,709 | $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 | — | $418,991 | — | $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 | $20,599,391 | $1,557,085 | $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 | $51,368,999 | $7,014,382 | $6,121,989 | $490,000 | $(61,866,544) | $(6,457,277) | $72,419,758 | $72,419,758 | | "Compensation Actually Paid” for Fiscal Year | $52,279,549 | $9,187,848 | $6,744,537 | $1,570,321 | $(61,516,400) | $(5,807,584) | $111,254,241 | $111,234,239 |

  43. Pay Versus Performance Table

    (5) Peer group TSR reflects the S&P 600 Restaurants Index as reflected in our 2024 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.

  44. 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.

  45. 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 2024: •Revenue •Adjusted EBITDA •Sweetgreen stock price performance