DEF 14A of Cava Group, Inc.
Filed Apr 25, 2025 · FY20240001628280-25-019936
(Amendment No. )
| Compensation Tables | 33 | | Summary Compensation Table | 33 | | Grants of Plan-Based Awards Table | 34 | | Narrative to Summary Compensation Table | 35 | | Outstanding Equity Awards at Fiscal Year-End | 35 | | Option Exercises and Stock Awards Vesting During 2024 | 37 | | Potential Payments upon Termination or Change in Control | 37 | | Pay Versus Performance Table | 40 | | Certain Relationships and Related-Party and Other Transactions | 43 | | Proposal No. 2 - Advisory Vote to Approve the Compensation of our Names Executive Officers | 45 | | Proposal No. 3 - Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Names Executive Officers | 46 | | Proposal No. 4 - Ratification of Appointment of Independent Registered Public Accounting Firm | 47 | | Audit Committee Report | 49 | | Availability of Annual Report on Form 10-K | 50 | | Questions and Answers | 51 | | Other Business | 57 | | Procedure for Submitting Proposal | 58 | | Householding | 59 | | Appendix A - Reconciliation of Non-GAAP Financial Measures | A-1 |
Director Nominees
Director Nominees
Director Nominees
| | | | | Committee Memberships | | | | Name and Principal Occupation | Independent | Age | Director Since | AC | CC | NGC | | Class II | | | | | | | | Benjamin Felt Managing Director of The Invus Group, LLC | Yes | 39 | 2018 | | M | | | Ronald Shaich Managing Partner and CEO of Act III Holdings, LLC | No | 71 | 2018 | | | | | Theodoros Xenohristos Chief Concept Officer of CAVA Group, Inc. | No | 46 | 2010 | | | |
Director Nominees
Key to Committees:
Director Nominees
| AC | Audit Committee | CC | People, Culture and Compensation Committee | NGC | Nominating, Governance and Sustainability Committee | | M | Member | | | | |
Director Nominees
| CAVA Group, Inc. | 1 | 2025 Proxy Statement |
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 coordinating the global software and electronics practice from 1991 to 1999. Mr. Amouyal has served on the board of directors of Lexicon Pharmaceuticals (NASDAQ: LXRX) since 2007 and currently serves on the board of directors of 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: 66 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 previously held senior executive positions, including serving as Senior Vice President, Chief Financial Officer, and Chief Operating Officer, at NEW Asurion Corporation, from 2001 through 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 until 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 also provides various consulting services on financial and operating matters to a company in the transportation, moving and storage space. 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: 68 Director Since: 2019 | |
Director Biographies
| CAVA Group, Inc. | 4 | 2025 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: 39 Director Since: 2018 | |
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: 62 Director Since: 2016 | |
Director Biographies
| CAVA Group, Inc. | 5 | 2025 Proxy Statement |
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: 53 Director Since: 2010 | |
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 2012 to 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 a leadership or board advisory role to each of Act III’s privately-held portfolio companies including Tatte Bakery & Café, Life Alive Organic Café, Honest Greens Barcelona, and Level99. 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: 71 Director Since: 2018 | |
Director Biographies
| CAVA Group, Inc. | 6 | 2025 Proxy Statement |
Director Biographies
| | Lauri Shanahan has served as a member of our Board of Directors since June 2023. Ms. Shanahan has served on the board of directors of Deckers Brands (NYSE: DECK) since 2011 and Treasury Wine Estates (ASX: TWE) since 2016. 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, HUMAN CAPITAL, AND SUSTAINABILITY EXPERIENCE. | | Lauri Shanahan — Age: 62 Director Since: 2023 | |
Director Biographies
| | James D. White has served as a member of our Board of Directors since May 2022. Mr. White has served on the board of directors of The Honest Company since May 2021 and Simply Good Foods since 2019. Mr. White was previously the Chair, President and Chief Executive Officer of Jamba, from 2008 to 2016, and served as 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: 64 Director Since: 2022 | |
Director Biographies
| CAVA Group, Inc. | 7 | 2025 Proxy Statement |
Director Biographies
| | Theodoros 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. | | Theodoros Xenohristos — Age: 46 Director Since: 2010 | |
Director Biographies
| VOTE The Board of Directors recommends a vote "FOR" the election of each of Benjamin Felt, Ronald Shaich, and Theodoros Xenohristos as Class II directors. |
Director Biographies
| CAVA Group, Inc. | 8 | 2025 Proxy Statement |
Director Biographies
Corporate Governance
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. | 11 | 2025 Proxy Statement |
Director Compensation Table
Director Compensation Table The following table summarizes the compensation of our non-employee directors who served during fiscal 2024. See the section titled “Executive Compensation” for more information on the compensation paid to or earned by Messrs. Schulman and Xenohristos for their services as our President and CEO and Chief Concept Officer, respectively, during fiscal 2024.
Director Compensation Table
| Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Compensation ($) | All Other Compensation ($) | Total ($) | | Ronald Shaich | 116,021 | 120,545 | — | — | — | 236,566 | | Philippe Amouyal | 80,000 | 120,545 | — | — | — | 200,545 | | David Bosserman | 90,306 | 120,545 | — | — | — | 210,851 | | Benjamin Felt | 82,500 | 120,545 | — | — | — | 203,045 |
Director Compensation Table
| CAVA Group, Inc. | 19 | 2025 Proxy Statement |
Director Compensation Table
| Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Compensation ($) | All Other Compensation ($) | Total ($) | | Karen Kochevar | 92,500 | 120,545 | — | — | — | 213,045 | | Lauri Shanahan | 95,000 | 120,545 | — | — | — | 215,545 | | James D. White | 90,306 | 120,545 | — | — | — | 210,851 | | Todd Klein(3) | 44,597 | — | — | — | — | 44,597 |
Director Compensation Table
1.Reflects cash compensation earned by each director in fiscal 2024 for service on the Board of Directors, one or more committees of the Board of Directors, and/or as chair of the Board of Directors or a committee of the Board of Directors, as applicable. 2.Represents the aggregate grant-date fair value of 1,307 time-vesting RSUs, which were granted as the equity component of each non-employee director's annual retainer, on June 20, 2024. The fair value of RSUs is based on the closing price per share of the Company’s common stock on the grant date determined in accordance with FASB ASC Topic 718 (“Topic 718”). The award of RSUs represents the right to receive shares of common stock upon the vesting date of the award. The RSUs are scheduled to vest on June 20, 2025, 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 and are calculated differently from the value of the RSUs as set forth in the Non-Employee Director Compensation Policy, which uses a 30-day average closing share price. 3.Mr. Klein’s term on the Board of Directors ended effective June 20, 2024. As of December 29, 2024, Ms. Kochevar and Mr. White held options to purchase 36,628 and 7,407 shares, respectively, of which 27,253 and 3,702, respectively, were vested as of that date. As of December 29, 2024, the aggregate number of unvested RSUs for each non-employee director was as follows: Mr. Shaich: 1,307 RSUs; Mr. Amouyal: 1,307 RSUs; Mr. Bosserman: 1,307 RSUs; Mr. Felt: 1,307 RSUs; Ms. Kochevar: 1,307 RSUs; Ms. Shanahan: 1,307 RSUs; and Mr. White: 1,307 RSUs.
Director Compensation Table
| CAVA Group, Inc. | 20 | 2025 Proxy Statement |
Director Compensation Table
Executive Officers Set forth below are biographical summaries of our executive officers as of April 25, 2025. See “Proposal 1—Election of Directors” above for information about Mr. Schulman, who serves as our President and Chief Executive Officer and Mr. Xenohristos, who serves as our Chief Concept Officer.
Director Compensation Table
| Name | Age | Position(s) | | Brett Schulman | 53 | President and Chief Executive Officer | | Tricia Tolivar | 56 | Chief Financial Officer | | Jennifer Somers | 44 | Chief Operations Officer | | Theodoros Xenohristos | 46 | Chief Concept Officer | | Kelly Costanza | 50 | Chief People Officer | | Robert Bertram | 56 | 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 Holdings, Inc. (“GNC”) from March 2015 to November 2020. On June 23, 2020, GNC 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 | 2025 Proxy Statement |
Director Compensation Table
| | Kelly Costanza has served as our Chief People Officer since May 2020. Prior to joining CAVA, Ms. Costanza spent five years as Senior Vice President, Human Resources at Ollie’s Bargain Outlet Holdings. She was Vice President, Talent Management at rue21 from 2011 to 2015, and served as Vice President Talent Management at Education Management Corporation from 2007 to 2010. In addition, she served as American Eagle Outfitters’ Vice President, Human Resources from 2004 to 2006. Ms. Costanza received her B.A. in Business and Communications from the University of Pittsburgh. | | Kelly Costanza | |
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 | 2025 Proxy Statement |
Director Compensation Table
Compensation Discussion and Analysis This compensation discussion and analysis section is intended to provide information about our 2024 executive compensation objectives and programs for our named executive officers listed in the table below (“NEOs”), as well as to provide context for the information included in the tables that follow this discussion. For 2024, our NEOs were:
Director Compensation Table
| Executive | Position | | Brett Schulman | President and Chief Executive Officer | | Tricia Tolivar | Chief Financial Officer | | Jennifer Somers | Chief Operations Officer | | Theodoros Xenohristos | Chief Concept Officer | | Kelly Costanza | Chief People Officer |
Director Compensation Table
The People, Culture and Compensation Committee of our Board of Directors (the “Committee”) determines, or recommends to our Board of Directors for approval, the compensation of all of our executive officers, including our NEOs.
Overview of the Company’s Compensation Programs
Overview of the Company’s Compensation Programs As our first full year as a publicly traded company, 2024 was a period in which the Company’s executive compensation program largely continued in effect decisions that were made at the time of our June 2023 initial public offering (“IPO”). The base salaries for each of our NEOs except Ms. Somers were increased in connection with the IPO and remained unchanged during 2024. In addition, as discussed under “Equity Incentive Compensation” below, each of our NEOs received an equity grant in connection with our IPO that was intended to address equity award opportunities for fiscal 2024. As a result, no equity awards were granted to our NEOs in 2024. Because we did not grant equity awards to our NEOs in 2024, our primary performance-based compensation vehicle for this year was our annual incentive awards.
Compensation Setting Process
Committee does not strictly benchmark any element of compensation described below to any specified compensation levels within the Company’s peer group, it generally seeks to set overall compensation at the median level of such compensation at companies within our peer group and also as reflected in general industry surveys representing companies with similar revenue and market capitalization. We intend to hold our first non-binding stockholder advisory vote on our compensation programs this year at our annual meeting of stockholders and the Committee is expected to review and consider the vote results in connection with making future compensation decisions.
Role of Compensation Consultant
Role of Compensation Consultant Under its charter, the Committee has the sole discretion to retain and seek the advice of a compensation consultant in order to assist the Committee with fulfilling its compensation-related responsibilities. In 2024, the Committee retained Pearl Meyer Partners (“Pearl Meyer”) as its independent compensation consultant. During 2024, Pearl Meyer provided the Committee with the following services: •Provided peer and market data on total compensation and the elements of our compensation program (including base salary, annual bonus, long-term incentives, and perquisites); •Conducted peer group analysis and competitive positioning of executive compensation; •Provided updates on regulatory developments relating to executive compensation; and •Assisted in the company’s overall assessment of compensation-related risks relating to our employee compensation program. During 2024, the Committee reviewed its existing relationship with Pearl Meyer, in light of applicable SEC and NYSE requirements, and determined that Pearl Meyer’s work for the Committee did not raise any conflicts of interest and that Pearl Meyer was an independent advisor to the Committee.
Compensation Peer Group
Compensation Peer Group We established a peer group of 13 publicly traded companies in 2023 to inform executive compensation determinations as of the date of our IPO and for 2024.
Compensation Peer Group
| 2024 Peer Group | | | Beyond Meat, Inc. | Sweetgreen, Inc. | | Dutch Bros Inc. | Traeger, Inc. | | e.l.f Beauty, Inc. | Warby Parker, Inc. | | First Watch Restaurant Group, Inc. | Wingstop, Inc. | | Portillo’s Inc. | Xponential Fitness, Inc. | | Shake Shack Inc. | YETI Holdings, Inc. | | Sovos Brands, Inc. | |
Compensation Peer Group
In consultation with Pearl Meyer, during 2024 the Committee reviewed and updated the peer group that had been in effect at the time of our IPO and adopted the following peer group of 12 publicly-traded companies, which reflect a mix of restaurant and other high growth consumer-focused and retail companies, in order to help inform its compensation decisions for 2025:
Compensation Peer Group
| CAVA Group, Inc. | 25 | 2025 Proxy Statement |
Compensation Peer Group
| 2025 Peer Group | | | Dutch Bros Inc. | Planet Fitness, Inc. | | e.l.f. Beauty, Inc. | Shake Shack Inc. | | First Watch Restaurant Group, Inc. | Sweetgreen, Inc. | | Five Below, Inc. | Texas Roadhouse, Inc. | | Freshpet, Inc. | Wingstop Inc. | | Maplebear Inc. | YETI Holdings, Inc. |
Compensation Peer Group
In evaluating companies for inclusion in the 2024 peer group, in discussion with Pearl Meyer, the Committee considered numerous factors, including similarity of sector, total revenue over the trailing 12-month period, market capitalization, market capitalization to revenue ratio, revenue growth over a one- and three-year period, restaurant factors, including number of owned and franchised restaurants and new restaurant openings, and such other factors that it deemed appropriate.
Elements of Compensation
| Component | Form of Payout | Objective | | Base Salary | Cash | Provide stable element of compensation that helps attract and retain key executives | | Annual Incentive Awards | Cash | Incentivize achievement of short-term business objectives and reward individual contributions | | Equity Incentive Compensation | Equity awards in the form of stock options and RSUs | Strengthen alignment between executive pay and stockholder interests by tying compensation realized to stock price appreciation, and reinforce retention |
Annual Incentive Awards
Annual Incentive Awards The CAVA Short-Term Incentive Plan for 2024 (the “CAVA Short-Term Incentive Plan”) was designed to incentivize the achievement of the Company’s short-term business objectives and reward the individual contributions of participants towards meeting these objectives. Company financial performance impacts 75% of the CAVA Short-Term Incentive Plan payout while an individual’s performance impacts 25% of the payout. For 2024, the Committee determined that Company performance should be measured by Adjusted EBITDA (67%) and Revenue (33%). “Adjusted EBITDA” is defined as net income adjusted to exclude interest income, net, benefit from income taxes, and depreciation and amortization, further adjusted to exclude equity-based compensation, other income, net, impairment and asset disposal costs, restructuring and other costs, and certain non-recurring public company costs. Revenue
Annual Incentive Awards
| CAVA Group, Inc. | 26 | 2025 Proxy Statement |
Annual Incentive Awards
includes sales of food and beverage in our CAVA restaurants and consumer packaged goods sales. Please see the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024 for additional information. The Committee chose Adjusted EBITDA because it reflects an important short-term goal of improving our operating profitability and is a metric that our stockholders use to evaluate the Company’s performance. The Committee chose Revenue because it aligns with business goals to expand market share and attract new customers and placed a lesser emphasis on it than Adjusted EBITDA because Adjusted EBITDA ensures sustainable profitability, not just growth. The Adjusted EBITDA and Revenue goals under the CAVA Short-Term Incentive Plan were established at the beginning of the fiscal year and approved by our Board of Directors. Individual performance of the CEO and the other NEOs is assessed based on how their individual performance supports the achievement of the Company’s strategic objectives that are tied to the NEO’s area of responsibility. This allows annual incentive awards to be differentiated on the basis of individual performance and aligns compensation with the achievement of key non-financial initiatives. The individual performance of the CEO is evaluated by the Committee. The CEO evaluates the performance of each other NEO and recommends performance ratings which are approved by the Committee. The following table sets forth the target achievement levels and the actual fiscal 2024 results with respect to each of the financial metrics included in the CAVA Short-Term Incentive Plan. For the attainment of Revenue and Adjusted EBITDA within the range of each percentage referenced below, the Company interpolates the actual amounts payable. The Company’s Adjusted EBITDA and Revenue targets for fiscal 2024 under the CAVA Short-Term Incentive Plan were $88.9 million and $866.2 million, respectively, which represented a 20.5% increase and 18.9% increase, respectively, over the Company’s fiscal 2023 results.
Annual Incentive Awards
| Metric | Weighting (%) | Threshold 25% payout ($) | Target 100% payout ($) | Maximum 200% payout ($) | Actual Results ($) | Payout (% of Target) | | Adjusted EBITDA | 67% | 75,605,000 | 88,947,000 | 123,626,000 | 126,248,000 | 200% | | Revenue | 33% | 779,607,000 | 866,230,000 | 996,165,000 | 963,713,000 | 175% | | Total - Company Performance | | | | | | 192% |
Annual Incentive Awards
During fiscal 2024, the Company achieved 141.9% of the Adjusted EBITDA target and 111.3% of the Revenue target, resulting in a payout of those portions of the annual bonus at 200% and 175.2%, respectively, and overall with the individual portion, an average payout to the NEOs of 189% compared to a 196% payout level in fiscal 2023, representing a 7% decrease year over year in the payout, in accordance with the terms of the CAVA Short-Term Incentive Plan. The Committee evaluated the individual performance of the CEO and the other NEOs, including with respect to how their performance during the year supported the Company’s strategic objectives of: •Expanding Our Mediterranean Way in Communities Across the Country; •Developing Personal Relationships with Guests, Even as We Scale; •Running Great Restaurants, Every Location, Every Shift; and •Operating as a High-Performing Team. The Committee considered each NEO’s contributions to the following accomplishments in 2024: •35.1% CAVA revenue growth •13.4% same restaurant sales growth and 8.7% guest traffic growth •71% Adjusted EBITDA growth
Annual Incentive Awards
| CAVA Group, Inc. | 27 | 2025 Proxy Statement |
Annual Incentive Awards
•25% restaurant-level profit margin •58 net new CAVA restaurant openings, representing 18.8% year-over-year growth in restaurant count •Increased shareholder value by 86.8% from our IPO to fiscal year end 2024 •Expansion of geographic footprint in new U.S. markets including Chicago •Successful culinary innovation, new culinary launches, and brand partnerships to fuel growth •Continued investment in digital strategy and launched a reimagined loyalty program •Continued training and quality standards to consistently deliver to our customers; and •Continued focus on creating a culture of growth, discipline, and employee engagement. Each NEO was eligible to receive an annual bonus under the CAVA Short-Term Incentive Plan. After reviewing individual contributions to the accomplishments described above, the Committee approved Individual Performance Ratings of 150% of target for each of Ms. Tolivar, Mr. Xenohristos, and Ms. Costanza and 200% of target for each of Mr. Schulman and Ms. Somers. The table below shows the 2024 target annual bonus based on each NEO’s applicable base salary and the actual CAVA Short-Term Incentive Plan bonus earned based on our financial results and the individual performance of our NEOs, as determined by our Committee.
Annual Incentive Awards
| Executive | Target (%) | Target ($) | Actual ($) | | Brett Schulman | 100% | 650,000 | 1,259,700 | | Tricia Tolivar | 50% | 270,500 | 490,416 | | Jennifer Somers | 50% | 255,000 | 494,190 | | Theodoros Xenohristos | 50% | 200,000 | 362,600 | | Kelly Costanza | 50% | 200,000 | 362,600 |
Equity Incentive Compensation
Equity Incentive Compensation The Committee believes that participation by our NEOs in our equity incentive program strengthens the alignment between the interests of our executive officers and those of our stockholders. Granting equity incentives with extended vesting periods also serves to encourage retention. The Company maintains the 2023 Equity Incentive Plan, a stockholder-approved long-term incentive compensation plan, under which, in 2023, we granted RSUs and stock options. No equity awards were granted to our NEOs in 2024 because each executive received an equity grant in connection with our IPO that was intended to address equity award opportunities for fiscal 2024. We believe a brief discussion of these 2023 grants provides helpful context for understanding how a significant portion of our NEOs’ compensation is at risk and tied to the achievement of the company’s financial performance as measured through our stock price appreciation, which reinforces a strong alignment between the compensation opportunities of our NEOs and the interests of our stockholders. Mr. Schulman’s June 2023 IPO award (the “CEO IPO Award”) was granted in the form of 50% RSUs and 50% stock options. The CEO IPO Award vests in five equal annual installments commencing June 14, 2024, generally subject to Mr. Schulman’s continued employment through each applicable vesting date. The June 2023 IPO awards (the “NEO IPO Awards”) for Mses. Tolivar, Somers and Costanza and Mr. Xenohristos were also granted in an equal mix of stock options and RSUs. The NEO IPO Awards vest in four equal annual installments commencing June 14, 2024, generally subject to continued employment through each applicable vesting date. In addition to aligning the interests of our NEOs with those of our stockholders, the vesting periods applicable to the CEO IPO Award and NEO IPO Awards were intended to promote post-IPO retention and leadership stability among our NEOs.
Equity Incentive Compensation
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Employment Agreements
Employment Agreements In connection with our IPO, our Board of Directors approved an amended and restated employment agreement with Mr. Schulman (the “Amended and Restated CEO Agreement”), which was effective on June 20, 2023 and governs the terms and conditions of his employment with us. Under this agreement, Mr. Schulman will receive annual long-term incentive grants under our 2023 Equity Incentive Plan, with each award having a grant date value of $2,925,000 and denoted in a type or type(s) of award as determined by the Committee. The Amended and Restated CEO Agreement also provides Mr. Schulman with certain severance protections. Mr. Xenohristos and Ms. Costanza also have entered into employment agreements with the Company that govern the terms and conditions of their employment and provide the executives with certain severance protections. Mses. Somers and Tolivar were subject to employment agreements that expired pursuant to their terms during 2024 and 2023, respectively. In the event of certain qualifying terminations of employment, each of our NEOs is afforded severance protection under our executive severance plan. These severance protections, as well as the severance protection that Messrs. Schulman and Xenohristos and Ms. Costanza are entitled to under their respective employment agreements, are described in more detail below under “Potential Payments Upon Termination or Change in Control.”
Equity Grant Practices
Equity Grant Practices The Committee does not schedule equity award grant dates in anticipation of the release of material non-public information, and the Company does not have any plans, programs, or practices of timing the release of material non-public information in order to affect the value of executive compensation. The exercise price of stock options is set at the closing price of the Company’s common stock on the NYSE on the date of the grant.
Summary Compensation Table
Summary Compensation Table The table below sets forth the annual compensation earned by our NEOs for the fiscal years presented.
Summary Compensation Table
| Executive Principal Position | Year | Salary (1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation (4) ($) | Total ($) | | Brett Schulman President and Chief Executive Officer | 2024 | 650,000 | — | — | — | 1,259,700 | 14,518 | 1,924,218 | | | 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 | 2024 | 541,000 | — | — | — | 490,416 | 14,902 | 1,046,318 | | | 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 | 2024 | 510,000 | — | — | — | 494,190 | 22,079 | 1,026,269 | | | 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 | | Theodoros Xenohristos Chief Concept Officer | 2024 | 400,000 | — | — | — | 362,600 | 9,416 | 772,016 | | | 2023 | 345,152 | — | 1,791,000 | 629,450 | 375,000 | 7,248 | 3,147,850 | | | 2022 | 257,500 | — | 64,375 | 64,370 | 120,703 | 157 | 507,105 | | Kelly Costanza Chief People Officer | 2024 | 400,000 | — | — | — | 362,600 | 24,686 | 787,286 | | | 2023 | 404,708 | — | 660,923 | 660,923 | 400,000 | 22,244 | 2,148,798 | | | 2022 | 378,550 | — | 689,528 | 94,631 | 177,745 | 14,754 | 1,355,208 |
Summary Compensation Table
1.The amounts reported represent the NEO’s base salary earned during the fiscal year covered. Fiscal 2023 contained a 53rd week. 2.No equity awards were granted to our NEOs in 2024 because each executive received an equity grant in connection with our IPO that was intended to address equity award opportunities for 2024. Please see the “Equity Incentive Compensation” section of the “Compensation Discussion & Analysis.” 3.Amounts included in this column reflect each NEO’s annual cash incentive awards earned under the CAVA Short-Term Incentive Plan. Please see the “Annual Incentive Awards” section of the “Compensation Discussion & Analysis.” 4. For fiscal 2024, the amounts reported in “All Other Compensation” include the following:
Summary Compensation Table
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Summary Compensation Table
| Executive | Company 401(k) Match(a) ($) | Life Insurance Premiums(b) ($) | Value of Benefits Discount(c) ($) | Executive Physical(d) ($) | Executive Cybersecurity(e) ($) | Auto Allowance(f) ($) | Total ($) | | Brett Schulman | 692 | 4,650 | 2,976 | 4,200 | 2,000 | — | 14,518 | | Tricia Tolivar | — | 5,726 | 2,976 | 4,200 | 2,000 | — | 14,902 | | Jennifer Somers | 588 | 2,721 | 2,954 | 4,200 | 2,000 | 9,616 | 22,079 | | Theodoros Xenohristos | — | 3,216 | — | 4,200 | 2,000 | — | 9,416 | | Kelly Costanza | 2,587 | 3,866 | 12,033 | 4,200 | 2,000 | — | 24,686 |
Summary Compensation Table
a.Consists of matching contributions made by the Company to the Company’s 401(k) Plan for the benefit of the executive. b.Represents life insurance premiums paid by the Company on the executive’s behalf under the Company’s executive life insurance plan. c.Represents an executive discount provided for cost of medical, dental, and vision coverage. d.Represents the cost to the Company of an executive physical benefit program to support early identification of preventable health risks. e.Represents the cost to the Company of an executive cybersecurity/identification protection program. f.Represents an annual car allowance paid to Ms. Somers pursuant to the terms of her employment agreement.
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table reports potential payouts for the cash incentive awards granted under the CAVA Short-Term Incentive Plan in 2024.
Grants of Plan-Based Awards Table
| | | Estimated Future Payouts under Non-Equity Incentive Plan Awards ($)(1) | | | | Executive | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | Brett Schulman | — | 203,125 | 650,000 | 1,300,000 | | Tricia Tolivar | — | 84,531 | 270,500 | 541,000 | | Jennifer Somers | — | 79,688 | 255,000 | 510,000 | | Theodoros Xenohristos | — | 62,500 | 200,000 | 400,000 | | Kelly Costanza | — | 62,500 | 200,000 | 400,000 |
Grants of Plan-Based Awards Table
1.Amounts reflect the threshold, target and maximum amounts payable with respect to the cash incentive awards granted to each NEO under the CAVA Short-Term Incentive Plan. Please see the “Annual Incentive Awards” section of the “Compensation Discussion & Analysis.”
Grants of Plan-Based Awards Table
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The table below sets forth the outstanding equity awards held by the NEOs as of December 29, 2024:
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Executive | Option/Stock Award Grant Date | Number of Securities Underlying Unexercised Options – Exercisable (#) | Number of Securities Underlying Unexercised Options – Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock that Have Not Vested (#) | Market Value of Units of Stock That Have Not Vested(9) ($) | | Brett Schulman | 2/22/2018 | 26,380 | — | 2.66 | 2/22/2028 | — | — | | | 1/25/2019 | 385,798 | — | 7.56 | 1/25/2029 | — | — | | | 2/6/2019 | 14,619 | — | 2.94 | 2/6/2029 | — | — | | | 1/1/2021(1) | — | — | — | — | 29,841 | 3,412,915 | | | 5/10/2022(2) | 64,902 | 64,905 | 6.75 | 5/10/2032 | 85,833 | 9,816,720 | | | 4/3/2023(3) | 12,447 | 37,431 | 9.58 | 4/3/2033 | 18,156 | 2,076,502 | | | 6/14/2023(4) | 129,425 | 517,698 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023(4) | — | — | — | — | 265,909 | 30,412,012 | | Tricia Tolivar | 5/10/2022(2) | 21,843 | 21,846 | 6.75 | 5/10/2032 | 9,630 | 1,101,383 | | | 4/3/2023(3) | 7,278 | 21,837 | 9.58 | 4/3/2033 | 10,590 | 1,211,178 | | | 6/14/2023(5) | 22,621 | 67,861 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023(5) | — | — | — | — | 34,516 | 3,947,595 |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Executive | Option/Stock Award Grant Date | Number of Securities Underlying Unexercised Options – Exercisable (#) | Number of Securities Underlying Unexercised Options – Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock that Have Not Vested (#) | Market Value of Units of Stock That Have Not Vested(9) ($) | | Jennifer Somers | 10/26/2021(6) | — | — | — | — | 30,033 | 3,434,874 | | | 5/10/2022(2) | 21,003 | 21,003 | 6.75 | 5/10/2032 | 9,258 | 1,058,837 | | | 4/3/2023(3) | 6,864 | 20,592 | 9.58 | 4/3/2033 | 9,987 | 1,142,213 | | | 6/14/2023(5) | 12,567 | 37,701 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023(5) | — | — | — | — | 19,176 | 2,193,159 | | Theodoros Xenohristos | 5/10/2022(2) | 10,815 | 10,818 | 6.75 | 5/10/2032 | 4,770 | 545,545 | | | 4/3/2023(3) | 3,606 | 10,812 | 9.58 | 4/3/2033 | 5,244 | 599,756 | | | 5/22/2023(8) | — | — | — | — | 58,755 | 6,719,809 | | | 6/14/2023(5) | 12,567 | 37,701 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023(5) | — | — | — | — | 19,176 | 2,193,159 | | Kelly Costanza | 1/1/2021(1) | — | — | — | — | 17,409 | 1,991,067 | | | 5/10/2022(2) | 15,900 | 15,903 | 6.75 | 5/10/2032 | 7,011 | 801,848 | | | 5/20/2022(7) | — | — | — | — | 45,000 | 5,146,650 | | | 4/3/2023(3) | 5,298 | 15,897 | 9.58 | 4/3/2033 | 7,707 | 881,450 | | | 6/14/2023(5) | 12,567 | 37,701 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023(5) | — | — | — | — | 19,176 | 2,193,159 |
Outstanding Equity Awards at Fiscal Year-End
1.Reflects an award of RSUs that vests in four equal annual installments commencing on January 1, 2022. In all cases, vesting is generally subject to continued employment. 2.Reflects awards of stock options and RSUs that each vest in four equal annual installments commencing on January 20, 2023. 3.Reflects awards of stock options and RSUs that each vest in four equal annual installments commencing on January 24, 2024. 4.Reflects awards of stock options and RSUs that each vest in five equal annual installments commencing on June 14, 2024. 5.Reflects awards of stock options and RSUs that each vest in four equal annual installments commencing on June 14, 2024. 6.Reflects an award of RSUs that vests in four equal annual installments commencing on November 16, 2022. 7.Reflects an award of RSUs that vests in four equal annual installments commencing on May 20, 2023. 8.Reflects an award of RSUs that vests in four equal annual installments commencing on May 8, 2024. 9.The market value for unvested stock awards is based on the closing market price of common stock on December 27, 2024, the last trading day of fiscal 2024, of $114.37.
Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Awards Vested During 2024
Option Exercises and Stock Awards Vested During 2024
Option Exercises and Stock Awards Vested During 2024
| | Option Awards | | Stock Awards | | | Executive | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) (#) | | Brett Schulman | 475,557 | 64,675,118 | 155,709 | 9,983,218 | | Tricia Tolivar | — | — | 100,153 | 12,779,307 | | Jennifer Somers | — | — | 44,381 | 5,035,014 | | Theodoros Xenohristos | 98,490 | 12,260,978 | 30,113 | 2,221,383 | | Kelly Costanza | — | — | 55,586 | 3,672,626 |
Option Exercises and Stock Awards Vested During 2024
1.Represents the stock price on the NYSE at exercise minus the option exercise price multiplied by the number of shares acquired on exercise. 2.Represents the fair market value of the shares on the vesting date of RSUs, calculated as the closing stock price on the NYSE on the vesting date (or the previous business day if vesting occurred during a weekend) multiplied by the number of shares vesting.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control