DEF 14A of Cava Group, Inc.
Filed Apr 24, 2026 · FY20250001628280-26-027224
(Amendment No. )
| Compensation Tables | 37 | | Summary Compensation Table | 37 | | Grants of Plan-Based Awards Table | 38 | | Outstanding Equity Awards at Fiscal Year-End | 40 | | Option Exercises and Stock Awards Vesting During 2024 | 41 | | Potential Payments upon Termination or Change in Control | 42 | | CEO Pay Ratio | 47 | | Pay Versus Performance Table | 48 | | Equity Compensation Plan Information | 52 | | Certain Relationships and Related-Party and Other Transactions | 53 | | Proposal No. 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers | 54 | | Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm | 55 | | Audit Committee Report | 57 | | Availability of Annual Report on Form 10-K | 58 | | Questions and Answers | 59 | | Other Business | 65 | | Cautionary Statement Concerning Forward-Looking Statements | 65 | | Procedure for Submitting Proposal | 66 | | Householding | 67 | | 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 III | | | | | | | | Brett Schulman President & CEO of CAVA Group, Inc. | No | 54 | 2010 | | | | | James D. White Former President & CEO of Jamba, Inc. | Yes | 65 | 2022 | M | | C |
Director Nominees
Key to Committees:
Director Nominees
| AC | Audit Committee | CC | People, Culture and Compensation Committee | NGC | Nominating, Governance and Sustainability Committee | | C | Chair | M | Member | | |
Director Nominees
| CAVA Group, Inc. | 1 | 2026 Proxy Statement |
Director Biographies
Director Biographies The following is a brief biographical summary of the experience of our directors and director nominees:
Director Nominees
Director Nominees
Director Nominees
| | 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: 54 Director Since: 2010 | |
Director Nominees
| | 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: 65 Director Since: 2022 | |
Director Nominees
| CAVA Group, Inc. | 5 | 2026 Proxy Statement |
Other Current Directors
Other Current Directors
Other Current Directors
| | 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, an investment vehicle that partners with consumer facing brands (“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: 72 Director Since: 2018 | |
Other Current Directors
| | 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 since 2007 where he currently chairs the Compensation Committee. He 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 and the Compensation Committees 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 EXTENSIVE KNOWLEDGE AND UNDERSTANDING OF CORPORATE STRATEGY, INFORMATION TECHNOLOGY, RESEARCH AND DEVELOPMENT, AND MANAGEMENT OPERATIONS AND STRUCTURES. | | Philippe Amouyal — Age: 67 Director Since: 2018 | |
Other Current Directors
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Other Current Directors
| | 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 as an advisor to 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 of BigTeams and 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 SERVING ON AUDIT COMMITTEES AND BOARDS. | | David Bosserman — Age: 69 Director Since: 2019 | |
Other Current Directors
| | 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 KNOWLEDGE AND UNDERSTANDING OF BUSINESS AND CORPORATE STRATEGY AND THE CONSUMER SECTOR. | | Benjamin Felt — Age: 40 Director Since: 2018 | |
Other Current Directors
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Other Current Directors
| | 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 since 2011. 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 Treasury Wine Estates, 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. | | Lauri Shanahan — Age: 63 Director Since: 2023 | |
Other Current Directors
| | 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: 47 Director Since: 2010 | |
Other Current Directors
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Retiring Director
Retiring Director
Retiring Director
| | 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 member 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 KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND STRATEGIC PLANNING, HER EXPERIENCE WORKING WITH ICONIC RESTAURANT BRANDS, AND HER EXPERIENCE WITH AUDIT COMMITTEES AND BOARDS. | | Karen Kochevar — Age: 63 Director Since: 2016 | |
Retiring Director
| VOTE The Board of Directors recommends a vote "FOR" the election of each of Brett Schulman and James D. White as Class III directors. |
Retiring Director
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Retiring Director
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 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 advance to the indemnitee all expenses (including attorneys’ fees) incurred in connection therewith.
Indemnification Agreements with our Directors and Officers
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Director Compensation Table
Director Compensation Table The following table summarizes the compensation of our non-employee directors who served during fiscal 2025. 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 2025.
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 | 160,000 | 131,854 | — | — | — | 291,854 | | Philippe Amouyal | 80,000 | 131,854 | — | — | — | 211,854 | | David Bosserman | 100,000 | 131,854 | — | — | — | 231,854 | | Benjamin Felt | 82,500 | 131,854 | — | — | — | 214,354 | | James D. White | 100,000 | 131,854 | — | — | — | 231,854 | | Lauri Shanahan | 100,000 | 131,854 | — | — | — | 231,854 | | Karen Kochevar | 92,500 | 131,854 | — | — | — | 224,354 |
Director Compensation Table
1.Reflects cash compensation earned by each director in fiscal 2025 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.
Director Compensation Table
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Director Compensation Table
2.Represents the aggregate grant-date fair value of 1,767 time-vesting RSUs, which were granted as the equity component of each non-employee director's annual retainer, on June 20, 2025. 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Codification 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 18, 2026, 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. As of December 28, 2025, Ms. Kochevar and Mr. White held options to purchase 36,628 and 7,407 shares, respectively, of which 31,003 and 5,553, respectively, were vested as of that date. As of December 28, 2025, the aggregate number of unvested RSUs for each non-employee director was as follows: Mr. Shaich: 1,767 RSUs; Mr. Amouyal: 1,767 RSUs; Mr. Bosserman: 1,767 RSUs; Mr. Felt: 1,767 RSUs; Ms. Kochevar: 1,767 RSUs; Ms. Shanahan: 1,767 RSUs; and Mr. White: 1,767 RSUs.
Director Compensation Table
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Director Compensation Table
Executive Officers Set forth below are biographical summaries of our executive officers as of April 23, 2026. See “Proposal 1—Election of Directors” above for information about Mr. Schulman, who serves as our President and CEO and Mr. Xenohristos, who serves as our Chief Concept Officer.
Director Compensation Table
| Name | Age | Position(s) | | Brett Schulman | 54 | Chief Executive Officer and President | | Tricia Tolivar | 57 | Chief Financial Officer | | Doug Thompson | 62 | Chief Operations Officer | | Theodoros Xenohristos | 47 | Chief Concept Officer | | Kelly Costanza | 51 | Chief People Officer |
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
| | Doug Thompson has served as our Chief Operations Officer since March 2026. Prior to joining CAVA, Mr. Thompson served as Chief Executive Officer of Tumble 22 Texas Chicken Joint, a Texas-based restaurant company from 2021 to 2026. From August 2018 until December 2021, Mr. Thompson served as the Chief Operating Officer for Texas Roadhouse, where he also served as Vice President of Operations from January 2015 until August 2018 and in additional operational positions since August 2002. Prior to that, Mr. Thompson served in various operational roles at Carrabba’s Italian Grill and Outback Steakhouse. Mr. Thompson studied business at a junior college and community college. | | Doug Thompson | |
Director Compensation Table
| CAVA Group, Inc. | 24 | 2026 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
| CAVA Group, Inc. | 25 | 2026 Proxy Statement |
Director Compensation Table
Compensation Discussion and Analysis This compensation discussion and analysis section is intended to provide information about our 2025 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 2025, our NEOs were:
Director Compensation Table
| Executive | Position | | Brett Schulman | President and Chief Executive Officer | | Tricia Tolivar | Chief Financial Officer | | Theodoros Xenohristos | Chief Concept Officer | | Kelly Costanza | Chief People Officer | | Robert Bertram(1) | Former Chief Legal Officer and Secretary | | Jennifer Somers(2) | Former Chief Operations Officer |
Director Compensation Table
1.Mr. Bertram served as Chief Legal Officer and Secretary as of December 28, 2025. His employment as CAVA’s Chief Legal Officer and Secretary ended effective April 17, 2026. 2.Ms. Somers’ employment as CAVA’s Chief Operations Officer ended effective September 23, 2025. The People, Culture and Compensation Committee of our Board of Directors (the “People, Culture and Compensation 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 Our fiscal 2025 executive compensation program and current practices and policies that guide our executive compensation program are intended to attract, motivate, and retain key talent and align executive pay with the interests of our stockholders. During fiscal 2025, the following key compensation decisions were made for our NEOs: •Base Salary: all NEOs received (merit or market-based) increases to better align with market competitive pay levels and recognize individual and Company performance. •Short-Term Incentive Plan: Based on our 2025 Adjusted EBITDA and revenue results (as further described below), as well as each NEO’s individual performance achievements, the People, Culture and Compensation Committee approved short-term incentive plan payouts to our NEOs ranging from 79% to 91% of target. •Equity Compensation: In February 2025, the People, Culture and Compensation Committee approved the first annual equity grants to our NEOs since our June 2023 initial public offering (“IPO”), consisting of an equal mix (by grant date fair value) of time-vesting RSUs and non-qualified stock options granted under the Amended and Restated 2023 Equity Incentive Plan (the “2023 Plan”). Both award types vest in four equal installments commencing on January 24, 2026, subject to continued employment through such date. As discussed below in “Elements of Compensation,” beginning in 2026, the Company introduced performance-based restricted stock units to our long-term incentive compensation program.
Compensation Setting Process
Compensation Setting Process The People, Culture and Compensation Committee follows a thoughtful and deliberate approach in discharging its responsibilities with respect to our executive compensation program and making compensation decisions throughout the year. In fulfilling this role, the People, Culture and Compensation Committee reviews with its independent compensation consultant the elements and levels of the compensation paid or granted to our NEOs as well as the results of the most recent “say-on-pay” vote of our stockholders. At our 2025 annual meeting of stockholders, stockholders approved, on an advisory basis, the compensation of our named executive officers, with 91% of the votes present and entitled to vote cast in favor of our “say-on-pay” proposal. During evaluation of our fiscal 2025 compensation, we considered the strong support from our stockholders of our existing compensation policies and will consider future advisory “say-on-pay” votes of our stockholders in setting future compensation. While the People, Culture and Compensation 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/or market capitalization.
Role of Compensation Consultant
Role of Compensation Consultant Under its charter, the People, Culture and Compensation Committee has the sole discretion to retain and seek the advice of a compensation consultant in order to assist the People, Culture and Compensation Committee with fulfilling its compensation-related responsibilities. In 2024 and 2025, the People, Culture and Compensation Committee retained Pearl Meyer as its independent compensation consultant. During 2024, as context for 2025 pay decisions, Pearl Meyer provided the People, Culture and Compensation 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; and •Assisted in the company’s overall assessment of compensation-related risks relating to our employee compensation program. During 2025, Pearl Meyer performed a compensation risk assessment and advised on revisions to the Company’s long-term incentive program. Also, during 2025, the People, Culture and Compensation 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 People, Culture and Compensation Committee did not raise any conflicts of interest and that Pearl Meyer was an independent advisor to the People, Culture and Compensation Committee.
Compensation Peer Group
Compensation Peer Group For 2025, we compared the overall compensation structure and levels, including base salary, annual bonus, long-term incentives and perquisites of our then-current named executive officers against the following peer group of 12 publicly-traded companies, which reflect a mix of restaurant and other high growth consumer-focused and retail companies:
Compensation Peer Group
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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 peer group, and in discussion with Pearl Meyer, the People, Culture and Compensation Committee considered numerous factors, including similarity of sector, total revenues, market capitalization, market capitalization to revenue ratio, similar revenue growth profile, restaurant factors, including number of owned and franchised restaurants and new restaurant openings, consumer demographics, competition for talent, and such other factors that it deemed appropriate. In consultation with Pearl Meyer, the People, Culture and Compensation Committee considered peer and market data on total compensation provided to the People, Culture and Compensation Committee in 2024 in order to assess the level of base salary, annual bonus and long-term incentives to be paid and approved changes to the compensation levels to our named executive officers in 2025 based on such data.
Elements of Compensation
Elements of Compensation The following table sets forth the elements of compensation for our NEOs during 2025. As discussed below, beginning in 2026, the Company introduced performance-based restricted stock units to our long-term incentive compensation program.
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 Base Salary
Annual Base Salary We provide each of our NEOs with a base salary for the services that the NEO performs for us. Base salary serves as the primary form of fixed compensation for our NEOs and helps attract and retain our executive talent. For 2025, after an extensive review of market data and peer group benchmarking provided by our independent Compensation Consultant, the People, Culture and Compensation Committee approved salary increases for the NEOs to better align with market competitive pay levels and recognize strong individual and Company performance. The 2025 base salaries for our NEOs were as follows:
Annual Incentive Awards
Annual Incentive Awards The CAVA Short-Term Incentive Plan for 2025 (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 2025, the People, Culture and Compensation 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, provision for (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 executive transition costs. Revenue includes sales of food and beverage in our CAVA restaurants and consumer packaged goods sales. Please see the Company’s 2025 Annual Report for additional information and see Appendix A of this Proxy Statement for a reconciliation of net income to Adjusted EBITDA. The People, Culture and Compensation Committee chose Adjusted EBITDA because it reflects an important short-term goal of improving our operating profitability and is a metric that our management and our stockholders use to supplement GAAP measures of performance to evaluate the Company’s performance. The People, Culture and Compensation 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 measures 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 the People, Culture and Compensation Committee. 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 initiatives.
Annual Incentive Awards
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Annual Incentive Awards
The individual performance of the CEO is evaluated by the People, Culture and Compensation Committee. The CEO evaluates the performance of each other NEO and recommends performance ratings which are approved by the People, Culture and Compensation Committee. The following table sets forth the target achievement levels and the actual fiscal 2025 results with respect to each of the financial metrics included in the CAVA Short-Term Incentive Plan. For the attainment of Adjusted EBITDA and Revenue 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 2025 under the CAVA Short-Term Incentive Plan were $156.8 million and $1,182.1 million, respectively, which represented a 24.2% increase and 22.7% increase, respectively, over the Company’s fiscal 2024 results.
Annual Incentive Awards
| Metric | Weighting (%) | Threshold 25% payout ($) | Target 100% payout ($) | Maximum 200% payout ($) | Actual Results ($) | Payout (% of Target) | | Adjusted EBITDA | 67% | 133,300,000 | 156,800,000 | 189,700,000 | 152,760,000 | 83.4% | | Revenue | 33% | 1,063,900,000 | 1,182,100,000 | 1,359,400,000 | 1,179,664,000 | 97.9% | | Total - Company Performance | | | | | | 88.2% |
Annual Incentive Awards
During fiscal 2025, the Company achieved 97.4% of the Adjusted EBITDA target and 99.8% of the Revenue target, resulting in a payout of those portions of the annual bonus at 83.4% and 97.9% of target, respectively. The People, Culture and Compensation 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 People, Culture and Compensation Committee considered each NEO’s contributions to the following accomplishments in 2025: •22.5% CAVA Revenue growth, surpassing $1 billion for the first time in CAVA history; •4.0% Same Restaurant Sales growth including 1.6% guest traffic growth; •21% Adjusted EBITDA growth; •24.4% CAVA Restaurant-level Profit Margin; •72 Net New CAVA Restaurant Openings, representing 19.6% year-over-year growth in restaurant count; •Expansion of geographic footprint in new U.S. markets including South Florida, Detroit, Indianapolis, and Pittsburgh; •Successful culinary innovation, new culinary launches, and brand partnerships to fuel growth; •Continued investment in digital strategy and evolution of loyalty program; •Continued training and quality standards to consistently deliver to our customers; and •Continued focus on creating a culture of growth, discipline, and employee engagement Individual Performance Ratings can range from 0-200% of target. After reviewing individual contributions to the accomplishments described above, the People, Culture and Compensation Committee approved Individual Performance Ratings of 100% of target for each of Ms. Tolivar, Mr. Xenohristos, Ms. Costanza, and Mr. Schulman, and 50% of target for each of Mr. Bertram and Ms. Somers.
Annual Incentive Awards
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Annual Incentive Awards
The table below shows the 2025 target annual bonus based on each NEO’s applicable base salary for full year 2025 and the actual CAVA Short-Term Incentive Plan bonus earned based on our financial results and the individual performance of our NEOs, as determined by our People, Culture and Compensation Committee.
Annual Incentive Awards
| Executive | Target (% of Base Salary) | Target ($) | Actual ($) | | Brett Schulman | 125% | 1,076,923 | 982,106 | | Tricia Tolivar | 75% | 417,808 | 381,023 | | Theodoros Xenohristos | 65% | 293,000 | 267,204 | | Kelly Costanza | 65% | 293,000 | 267,204 | | Robert Bertram | 60% | 177,461 | 139,655 | | Jennifer Somers | 75% | 293,423 | 230,911 |
Equity Incentive Compensation
Equity Incentive Compensation The People, Culture and Compensation 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 Plan, a stockholder-approved long-term incentive compensation plan. Generally, we grant equity awards to our named executive officers during the annual review cycle to further align the interests of our executives with those of our stockholders consistent with the terms of their employment agreement, offer letter, or based on market data and peer group benchmarking, as applicable. During 2025, the People, Culture and Compensation Committee approved the first annual equity grants to our NEOs since our June 2023 IPO. 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. On February 28, 2025, the People, Culture and Compensation Committee granted to each NEO a combination of time-vesting RSUs and non-qualified stock options under the 2023 Plan, with the grant date fair value split equally between the two award types. The People, Culture and Compensation Committee selected this mix to balance the retention value of RSUs, which provide value tied directly to the stock price, with the performance alignment of stock options, which deliver value to the holder only if the Company's stock price appreciates above the exercise price of $95.03 per share, the closing price of the Company's common stock on the NYSE on the grant date. These awards vest in four equal annual installments commencing January 24, 2026, 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 awards were intended to promote retention and leadership stability among the NEOs.
2026 Equity Incentive Compensation
2026 Equity Incentive Compensation In 2026, the Company introduced for the first time performance-based restricted stock units (“PSUs”) to our long-term incentive compensation program as a means to directly tie executive performance to value creation, capital efficiency, and sustainable growth, in close alignment with investor expectations as well as EPS growth. Starting in 2026, the equity to be granted to executives on an annual basis is expected to consist 50% of PSUs that vest following a three-year performance period and 50% of RSUs that vest in three equal annual installments, in accordance with the 2023 Plan and respective award agreements. For the 2026 PSU grants, the Company will utilize two metrics, Adjusted ROIC and Adjusted Diluted EPS, each accounting for 50% of the target PSUs that may be awarded, to ensure that executives are held accountable respectively for operational excellence and stockholder-focused results. Payouts will be determined on a straight-line interpolation basis for achievement between the threshold and target and between the
2026 Equity Incentive Compensation
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2026 Equity Incentive Compensation
target and the maximum, with a maximum total payout of 200%. The People, Culture and Compensation Committee determines performance targets in the year the PSUs are granted, intending to rigorously connect performance to the Company’s approved long-term plan and market expectations.
Employment Agreements and Executive Severance Plan
Employment Agreements and Executive Severance Plan In connection with our IPO, our Board of Directors approved an employment agreement with Mr. Schulman (the “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 is entitled to receive a base salary of at least $650,000, an annual target incentive bonus equal to 100% of his base salary and annual long-term incentive grants under our 2023 Plan, with each award having a grant date value (based on the closing stock price on the day of grant) of $2,925,000 and denoted in a type or type(s) of award as determined by the People, Culture and Compensation Committee. The CEO Agreement also provides Mr. Schulman with certain severance protections. Mr. Xenohristos has entered into an employment agreement with the Company that governs the terms and conditions of his employment. His employment agreement provides that he will receive a base salary of at least $400,000 and an annual target incentive bonus equal to 50% of his base salary, that he is entitled to participate in the 2023 Plan in accordance with the Company’s practices for other senior executives and provides him with certain severance protections. Mses. Costanza, Somers and Tolivar were subject to employment agreements that expired pursuant to their terms during 2025, 2024 and 2023, respectively. In the event of certain qualifying terminations of employment, each of our NEOs is afforded severance protection under our executive severance plan. These severance protections, as well as the severance protection that Messrs. Schulman and Xenohristos are entitled to under their respective employment agreements, are described in more detail below under “Potential Payments Upon Termination or Change in Control.”
Equity Grant Practices
Equity Grant Practices The People, Culture and Compensation Committee does not schedule equity award grant dates in anticipation of the release of material non-public information, and the Company does not have any plans, programs, or practices of timing the release of material non-public information in order to affect the value of executive compensation. The exercise price of stock options is set at the closing price of the Company’s common stock on the NYSE on the date of the grant.
Summary Compensation Table
Summary Compensation Table The table below sets forth the annual compensation earned by our NEOs for the fiscal years presented.
Summary Compensation Table
| Executive Principal Position | Year | Salary (1) ($) | 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 | 2025 | 861,538 | — | 999,906 | 1,000,040 | 982,106 | 15,888 | 3,859,478 | | | 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 | | Tricia Tolivar Chief Financial Officer | 2025 | 557,077 | — | 674,998 | 675,017 | 381,023 | 16,382 | 2,304,497 | | | 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 | | Theodoros Xenohristos Chief Concept Officer | 2025 | 450,769 | — | 399,981 | 399,986 | 267,204 | 13,416 | 1,531,356 | | | 2024 | 400,000 | — | — | — | 362,600 | 9,416 | 772,016 | | | 2023 | 345,152 | — | 1,791,000 | 629,450 | 375,000 | 7,248 | 3,147,850 | | Kelly Costanza Chief People Officer | 2025 | 450,769 | — | 399,981 | 399,986 | 267,204 | 18,543 | 1,536,483 | | | 2024 | 400,000 | — | — | — | 362,600 | 24,686 | 787,286 | | | 2023 | 404,708 | — | 660,923 | 660,923 | 400,000 | 22,244 | 2,148,798 | | Robert Bertram Former Chief Legal Officer and Secretary | 2025 | 295,769 | — | 324,908 | 324,973 | 139,655 | 17,172 | 1,102,477 | | Jennifer Somers Former Chief Operations Officer | 2025 | 391,231 | — | 599,924 | 600,004 | — | 787,727 | 2,378,886 | | | 2024 | 510,000 | — | — | — | 494,190 | 22,079 | 1,026,269 | | | 2023 | 519,808 | — | 690,000 | 690,000 | 478,125 | 29,805 | 2,407,738 |
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.Represents the aggregate grant date fair value, calculated in accordance with Topic 718. See Note 11 to consolidated financial statements for the year ended December 28, 2025, which are included in our 2025 Annual Report for descriptions of the methodologies and assumptions used to value equity awards under Topic 718. 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.”
Summary Compensation Table
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Summary Compensation Table
4. For fiscal 2025, the amounts reported in “All Other Compensation” include the following:
Summary Compensation Table
| Executive | Company 401(k) Match(a) ($) | Life Insurance Premiums(b) ($) | Value of Benefits Discount(c) ($) | Executive Physical(d) ($) | Executive Cybersecurity(e) ($) | Auto Allowance(f) ($) | Severance(g) | Total ($) | | Brett Schulman | 1,038 | 4,650 | — | 4,200 | 6,000 | — | — | 15,888 | | Tricia Tolivar | — | 5,726 | 456 | 4,200 | 6,000 | — | — | 16,382 | | Theodoros Xenohristos | — | 3,216 | — | 4,200 | 6,000 | — | — | 13,416 | | Kelly Costanza | 2,625 | 3,866 | 1,852 | 4,200 | 6,000 | — | — | 18,543 | | Robert Bertram | 875 | 6,097 | — | 4,200 | 6,000 | — | — | 17,172 | | Jennifer Somers | 890 | 2,041 | 608 | 4,200 | 6,000 | 8,077 | 765,911 | 787,727 |
Summary Compensation Table
a.Consists of matching contributions made by the Company to the Company’s 401(k) Plan for the benefit of the executive. b.Represents life insurance premiums paid by the Company on the executive’s behalf under the Company’s executive life insurance plan. c.Represents an executive discount provided for cost of medical, dental, and vision coverage. This discount is no longer offered as of 2/24/2025. d.Represents the cost to the Company of an executive physical benefit program to support early identification of preventable health risks. e.Represents the cost to the Company of an executive cybersecurity/identification protection program. f.Represents an annual car allowance paid to Ms. Somers. g.See “Potential Payments upon Termination or Change in Control” for information on what Ms. Somers received in connection with the termination of her employment.
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table reports potential payouts for the cash incentive awards granted under the CAVA Short-Term Incentive Plan and equity awards granted under the 2023 Plan in 2025.
Grants of Plan-Based Awards Table
| | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards ($)(1) | | | | | | | | | Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Shares of Stock or Units(2) (#) | All Other Option Awards: Securities Underlying Options(3) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Brett Schulman | STIP | — | — | 269,231 | 1,076,923 | 2,153,845 | — | — | — | — | | | RSU | 02/28/25 | 02/19/25 | — | — | — | 10,522 | — | — | 999,906 | | | NQSO | 02/28/25 | 02/19/25 | — | — | — | — | 19,944 | 95.03 | 1,000,040 | | Tricia Tolivar | STIP | — | — | 174,087 | 417,808 | 835,616 | — | — | — | — | | | RSU | 02/28/25 | 02/19/25 | — | — | — | 7,103 | — | — | 674,998 | | | NQSO | 02/28/25 | 02/19/25 | — | — | — | — | 13,462 | 95.03 | 675,017 |
Grants of Plan-Based Awards Table
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Grants of Plan-Based Awards Table
| | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards ($)(1) | | | | | | | | | Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Shares of Stock or Units(2) (#) | All Other Option Awards: Securities Underlying Options(3) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Theodoros Xenohristos | STIP | — | — | 140,865 | 293,000 | 586,000 | — | — | — | — | | | RSU | 02/28/25 | 02/19/25 | — | — | — | 4,209 | — | — | 399,981 | | | NQSO | 02/28/25 | 02/19/25 | — | — | — | — | 7,977 | 95.03 | 399,986 | | Kelly Costanza | STIP | — | — | 140,865 | 293,000 | 586,000 | — | — | — | — | | | RSU | 02/28/25 | 02/19/25 | — | — | — | 4,209 | — | — | 399,981 | | | NQSO | 02/28/25 | 02/19/25 | — | — | — | — | 7,977 | 95.03 | 399,986 | | Robert Bertram(5) | STIP | — | — | 92,428 | 177,461 | 354,923 | — | — | — | — | | | RSU | 02/28/25 | 02/19/25 | — | — | — | 3,419 | — | — | 324,908 | | | NQSO | 02/28/25 | 02/19/25 | — | — | — | — | 6,481 | 95.03 | 324,973 | | Jennifer Somers(6) | STIP | — | — | 122,260 | 293,423 | 586,847 | — | — | — | — | | | RSU | 02/28/25 | 02/19/25 | — | — | — | 6,313 | — | — | 599,924 | | | NQSO | 02/28/25 | 02/19/25 | — | — | — | — | 11,966 | 95.03 | 600,004 |
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.” 2.These restricted stock units were granted under the 2023 Plan and vest in four equal annual installments commencing on January 24, 2026. See “Equity Incentive Compensation” for more information. 3.These non-qualified stock options were granted under the 2023 Plan and vest in four equal annual installments commencing on January 24, 2026. See “Equity Incentive Compensation” for more information. 4.Represents the aggregate grant date fair value, calculated in accordance with Topic 718. See Note 11 to our consolidated financial statements for the year ended December 28, 2025, which are included in our 2025 Annual Report for descriptions of the methodologies and assumptions used to value equity awards under Topic 718. 5.Mr. Bertram’s employment with the Company ended on April 17, 2026. As a result, all of the equity plan-based awards shown in the table were forfeited. See “Potential Payments upon Termination or Change in Control” for information on what we expect Mr. Bertram to be entitled to under the Bertram Separation Agreement (as defined below), if executed. 6.Ms. Somers terminated her employment with the Company in September 2025. As a result, all of the equity plan-based awards shown in the table were forfeited. See “Potential Payments upon Termination or Change in Control” for information on what Ms. Somers was entitled to receive under the CAVA Short-Term Incentive Plan.
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 28, 2025:
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(8) ($) | | Brett Schulman | 1/25/2019 | 349,921 | — | 7.56 | 1/25/2029 | — | — | | | 5/10/2022(1) | 97,353 | 32,454 | 6.75 | 5/10/2032 | 42,918 | 2,581,518 | | | 4/3/2023(2) | 24,954 | 24,954 | 9.58 | 4/3/2033 | 12,102 | 727,935 | | | 6/14/2023(3) | 258,849 | 388,274 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023(3) | — | — | — | — | 199,432 | 11,995,835 | | | 2/28/2025(4) | — | 19,944 | 95.03 | 2/28/2035 | 10,522 | 632,898 | | Tricia Tolivar | 5/10/2022(1) | 32,766 | 10,923 | 6.75 | 5/10/2032 | 4,815 | 289,622 | | | 4/3/2023(2) | 14,559 | 14,556 | 9.58 | 4/3/2033 | 7,059 | 424,599 | | | 6/14/2023(5) | 45,241 | 45,241 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023(5) | — | — | — | — | 23,011 | 1,384,112 | | | 2/28/2025(4) | — | 13,462 | 95.03 | 2/28/2035 | 7,103 | 427,245 | | Theodoros Xenohristos | 5/10/2022(1) | 16,224 | 5,409 | 6.75 | 5/10/2032 | 2,385 | 143,458 | | | 4/3/2023(2) | 7,209 | 7,209 | 9.58 | 4/3/2033 | 3,495 | 210,224 | | | 5/22/2023(6) | — | — | — | — | 39,171 | 2,356,136 | | | 6/14/2023(5) | 25,134 | 25,134 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023(5) | — | — | — | — | 12,784 | 768,958 | | | 2/28/2025(4) | — | 7,977 | 95.03 | 2/28/2035 | 4,209 | 253,171 | | Kelly Costanza | 5/10/2022(1) | 23,850 | 7,953 | 6.75 | 5/10/2032 | 3,507 | 210,946 | | | 5/20/2022(7) | — | — | — | — | 22,500 | 1,353,375 | | | 4/3/2023(2) | 10,599 | 10,596 | 9.58 | 4/3/2033 | 5,139 | 309,111 | | | 6/14/2023(5) | 25,134 | 25,134 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023(5) | — | — | — | — | 12,784 | 768,958 | | | 2/28/2025(4) | — | 7,977 | 95.03 | 2/28/2035 | 4,209 | 253,171 |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Executive | Option/Stock Award Grant Date | Number of Securities Underlying Unexercised Options – Exercisable (#) | Number of Securities Underlying Unexercised Options – Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock that Have Not Vested (#) | Market Value of Units of Stock That Have Not Vested(8) ($) | | Robert Bertram(9) | 5/10/2022(1) | 14,070 | 7,038 | 6.75 | 5/10/2032 | 3,102 | 186,585 | | | 4/3/2023(2) | 9,567 | 9,564 | 9.58 | 4/3/2033 | 4,638 | 278,976 | | | 6/14/2023(5) | 20,107 | 20,107 | 22.00 | 6/14/2033 | — | — | | | 6/15/2023(5) | — | — | — | — | 10,227 | 615,154 | | | 2/28/2025(4) | — | 6,481 | 95.03 | 2/28/2035 | 3,419 | 205,653 | | Jennifer Somers(10) | | | | | | | |
Outstanding Equity Awards at Fiscal Year-End
1.Reflects awards of stock options and RSUs that each vest in four equal annual installments commencing on January 20, 2023. 2.Reflects awards of stock options and RSUs that each vest in four equal annual installments commencing on January 24, 2024. 3.Reflects awards of stock options and RSUs that each vest in five equal annual installments commencing on June 14, 2024. 4.Reflects awards of stock options and RSUs that each vest in four equal annual installments commencing on January 24, 2026. 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 May 8, 2024. 7.Reflects an award of RSUs that vests in four equal annual installments commencing on May 20, 2023. 8.The market value for unvested stock awards is based on the closing market price of common stock on December 26, 2025, the last trading day of fiscal 2025, of $60.15. 9.Mr. Bertram’s employment with the Company ended on April 17, 2026. In connection therewith, except for a portion of the RSUs granted on June 15, 2023 and a portion of the stock options granted to Mr. Bertram on June 14, 2023, if Mr. Bertram executes the Bertram Separation Agreement, all unvested equity plan-based awards were forfeited immediately. See “Potential Payments upon Termination or Change in Control” for additional information on what we expect Mr. Bertram to receive in connection with the termination of his employment. 10.Ms. Somers’ employment with the Company ended on September 23, 2025. All unvested equity plan-based awards were forfeited immediately. Vested options expired 90 days after termination if not exercised. Therefore, no equity plan-based awards were outstanding as of December 28, 2025.
Option Exercises and Stock Awards Vested During 2025
Option Exercises and Stock Awards Vested During 2025
Option Exercises and Stock Awards Vested During 2025
| | Option Awards | | Stock Awards | | | Executive | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Brett Schulman | 76,876 | 1,569,849 | 145,287 | 14,153,119 | | Tricia Tolivar | — | — | 19,851 | 1,868,157 | | Theodoros Xenohristos | — | — | 30,110 | 2,855,934 | | Kelly Costanza | — | — | 52,373 | 5,186,406 | | Robert Bertram | — | — | 18,541 | 1,539,128 | | Jennifer Somers | 70,365 | 2,472,156 | 14,351 | 1,439,789 |
Option Exercises and Stock Awards Vested During 2025
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.
Option Exercises and Stock Awards Vested During 2025
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Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control