DEF 14A of First Watch Restaurant Group, Inc.
Filed Apr 8, 2026 · FY20250001789940-26-000048
Class II Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
Class II Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
Irene Chang Britt
Irene Chang Britt Ms. Britt has served as a director since July 2023. Ms. Britt served as President and Divisional CEO of Pepperidge Farm, Inc. and Senior Vice President, Global Baking and Snacking for the Campbell Soup Company from 2012 until her retirement in 2015. Irene joined Campbell Soup Company in 2005 and held a variety of leadership positions during her tenure with the company. Prior to joining Campbell Soup Company, Ms. Britt held a number of leadership positions within Kraft Foods Group, Inc. and Nabisco, Inc. Prior thereto, she spent more than a decade at Kimberly-Clark Corporation, where she held key assignments in marketing, sales and R&D leadership. She currently serves on the boards of IDEXX Laboratories, Inc., a veterinary animal health care innovator, and Victoria’s Secret and Co., a specialty retailer of women’s intimate and other apparel and beauty products. Previously, she also served on the boards of Brighthouse Financial, Inc., Dunkin’ Brands Group, Inc., Tailored Brands, Inc., TerraVia Holdings, Inc. and Sunoco, Inc. Ms. Britt’s qualifications to serve on our Board include her extensive management expertise and leadership experience on several boards of directors across multiple industries.
Charles Jemley
Charles Jemley Mr. Jemley has served as a director since August 2024. He served as the Chief Financial Officer at Dutch Bros Inc., an operator and franchisor of drive-thru customizable hot and cold beverage shops, from August 2021 to May 2024 when he transitioned to his current role of Strategic Advisor. He also served as the Chief Financial Officer of Dutch Bros OpCo from January 2020 to May 2024. Previously, Mr. Jemley served as the Chief Financial Officer of CKE Restaurants Holdings, Inc. from July 2018 to December 2019. Prior thereto, he held numerous leadership positions at Starbucks Corporation from February 2006 to January 2018 and at Yum! Brands, Inc. from April 1990 to January 2006. He currently sits on the board of directors of Four Corners Property Trust, Inc., a real estate investment trust primarily engaged in the ownership, acquisition and leasing of restaurant and retail properties. Mr. Jemley’s qualifications to serve on our Board include his extensive management expertise and leadership experience.
Charles Jemley
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Rachel Tipograph
Rachel Tipograph Ms. Tipograph has served as a director since December 2025. She is the founder of MikMak, a leading commerce enablement and analytics software company, where she has served as the Chief Executive Officer since 2014. Previously, she was the Global Head of Digital and Social Media at Gap Inc., a global fashion apparel retailer, from July 2011 to April 2014. Ms. Tipograph’s qualifications to serve on our Board include her extensive digital media, marketing and management expertise.
Class I Directors Continuing in Office Until the 2028 Annual Meeting
Class I Directors Continuing in Office Until the 2028 Annual Meeting
Michael Fleisher
Michael Fleisher Mr. Fleisher has served as a director since November 2024. He served as Chief Financial Officer of Wayfair Inc. (“Wayfair”), an e-commerce company specializing in home goods, furniture, décor, and housewares, from October 2013 to November 2022. Prior to joining Wayfair, Mr. Fleisher was Vice Chairman, Strategy and Operations of Warner Music Group from 2008 to 2011 and Executive Vice President and Chief Financial Officer from 2005 to 2008. He was previously the Chief Executive Officer of Gartner, Inc. from 1999 to 2004. Mr. Fleisher’s qualifications to serve on our Board include his extensive management expertise and leadership experience.
Stephanie Lilak
Stephanie Lilak Ms. Lilak has served as a director since June 2022. She has served as Executive Vice President and Chief People Officer of Mondelēz International, Inc., a multinational confectionery, food, beverage and snack food company, since January 2024. Previously, Ms. Lilak was the Chief People Officer of Bumble Inc., an app company built with women at the center that connects people across dating, friendship and professional networking, from November 2021 to December 2023 and Senior Vice President, Chief Human Resources Officer at Dunkin’ Brands Group, Inc., a global coffee and baked goods chain, from July 2019 to November 2021. Prior to Dunkin’ Brands, Ms. Lilak spent 23 years with General Mills Inc. in roles of increasing responsibility. She served as Vice President, Human Resources for the North America Retail Segment from January 2016 to July 2019. Ms. Lilak’s qualifications to serve on our Board include her extensive human resources management experience and leadership expertise.
Jostein Solheim
Jostein Solheim Mr. Solheim has served as a director since December 2023. He has served as the CEO, Health & Wellbeing at Unilever PLC, a global consumer goods company, since June 2021. Previously, Mr. Solheim was President of Unilever’s Food & Refreshments Division, North America from July 2018 to June 2021 and Executive Vice President and CEO of Unilever’s Ben & Jerry’s subsidiary from April 2010 to July 2018. Mr. Solheim has spent 32 years with Unilever in roles of increasing responsibility in marketing, brand development and strategy. Mr. Solheim’s qualifications to serve on our Board include his extensive leadership, marketing, brand development and management expertise.
Class III Directors Continuing in Office Until the 2027 Annual Meeting
Class III Directors Continuing in Office Until the 2027 Annual Meeting Mr. Alvarez has served as a director and as chair of the Board since December 2019. Mr. Alvarez has served as an operating partner of Advent International, L.P. (“Advent”) since July 2017. Previously, Mr. Alvarez served as the executive chairman of Skylark Co., Ltd., a leading restaurant operator in Japan, from January 2013 to March 2018. Mr. Alvarez served
Class III Directors Continuing in Office Until the 2027 Annual Meeting
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Class III Directors Continuing in Office Until the 2027 Annual Meeting
as President and Chief Operating Officer of McDonald’s Corporation, a global foodservice retailer (“McDonald’s”), from August 2006 until his retirement in December 2009. Mr. Alvarez joined McDonald’s in 1994 and held a variety of leadership positions during his tenure with the company. Prior to joining McDonald’s, he held leadership positions at Wendy’s International, Inc. and Burger King Corporation. Mr. Alvarez currently serves as a director of Lowe’s Companies, Inc., a home improvement and hardware retailer, Traeger, Inc., the creator and leading brand of wood-pellet grills, and Eli Lilly & Company, a global pharmaceutical company, and previously served as a director of Dunkin’ Brands Group, Inc. from May 2012 to December 2020 and as a director of Realogy Holdings Corp. from August 2013 to May 2018. Mr. Alvarez’s qualifications to serve on our Board include his extensive management expertise and leadership experience on several boards of directors across multiple industries.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Indemnification of Directors and Officers
Indemnification of Directors and Officers Our amended and restated certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”). We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.
Compensation Objectives
| What We Do | What We Do Not Do | | •Our annual cash incentive plan includes performance thresholds and payout caps | •No stock options granted since fiscal 2022, and no dividends are paid on RSUs until they vest | | •We generally target total direct compensation within a reasonable range of the 50th percentile among our peer group | •No automatic acceleration of employee equity awards upon retirement | | •Our RSUs only vest following a change in control if employment is terminated without cause or for good reason (“double trigger”) | •No change in control excise tax gross-ups | | •Our directors and executive officers are subject to stock ownership requirements | •No excessive perquisites | | •We have a clawback policy for executive officers’ incentive compensation | •No guaranteed return or above-market return on compensation that has been deferred and no pension benefits provided | | •Compensation decisions for the CEO and other executive officers are subject to the review and approval of the Compensation Committee, comprised of independent directors and advised by its selected independent advisors | •No short sales, hedging or pledging of our stock is permitted by any director or executive officer |
Fiscal 2026 Compensation Program
Fiscal 2026 Compensation Program For fiscal 2026, the principal compensation elements related to our executive bonus plan and long-term equity awards remain consistent with the executive bonus plan tied to Adjusted EBITDA (80%) and net unit growth (20%) and long-term equity awards in the form of RSUs utilized in fiscal 2025. The Compensation Committee has also recognized that inclusion of performance-based vesting conditions for long-term equity awards in future years is appropriate given our significant growth, market capitalization and maturity as a public company and to further align the interests of our executives with those of our stockholders and our long-term growth strategy. Accordingly, the Compensation Committee has recommended that, in addition to service-based vesting conditions, a meaningful portion of the long-term equity awards for 2027 should include performance-based vesting conditions.
Determining Executive Compensation
Determining Executive Compensation Compensation Committee The Compensation Committee is responsible for overseeing the Company’s executive compensation policies, plan and programs. The Compensation Committee’s responsibilities include: •determining, approving and recommending to the Board for its approval, executive officer compensation arrangements, policies and programs; •evaluating the performance of the CEO and other executive officers against corporate goals and objectives; and •reviewing, approving, and recommending to the Board for its approval Company-wide and executive bonus plans or programs and equity-based compensation plans. Chief Executive Officer Our CEO from time to time provides input and recommendations to the Compensation Committee regarding the compensation and other terms of employment of our other executive officers. In addition, our CEO is responsible for evaluating the individual performance of the other executive officers, but he does not participate in discussions of his compensation with the Compensation Committee. Independent Compensation Consultant In fiscal 2025, the Compensation Committee engaged Aon Consulting Inc. (“Aon”) as its independent compensation consultant to review industry-wide compensation practices and trends to assess the competitiveness of our executive compensation program. The Compensation Committee considered Aon’s analysis as one of many factors when establishing the compensation of our NEOs for fiscal 2025, including individual performance, skill sets, prior experience and scope of responsibilities. Prior to engaging Aon, the Compensation Committee assessed the independence of Aon pursuant to SEC and Nasdaq rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee and the fees paid for those services in relation to the firm’s total revenues. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there are no conflicts of interest, and that Aon is independent. Peer Group Benchmarking As part of its engagement for fiscal 2025, the Compensation Committee requested that Aon assist the Compensation Committee in reviewing its peer group of companies and perform analyses of competitive performance and compensation levels for that peer group to evaluate our executive compensation policies and practices, including those related to executive severance. Our peer group is comprised primarily of companies in the restaurant space who have comparable revenues, market capitalization and EBITDA. The Compensation Committee generally targets total direct compensation for our executive officers to be within a reasonable range of the 50th percentile among our peer group.
Determining Executive Compensation
| 2025 Peer Group | | | | BJ’s Restaurants, Inc. (BJRI) | Cracker Barrel Old Country Store, Inc. (CBRL) | Jack in the Box Inc. (JACK) | | Bloomin’ Brands, Inc. (BLMN) | Dave & Buster’s Entertainment, Inc. (PLAY) | Krispy Kreme, Inc. (DNUT) | | Brinker International, Inc. (EAT) | Denny’s Corporation (DENN) | Portillo’s Inc. (PTLO) | | CAVA Group, Inc. (CAVA) | Dine Brands Global, Inc. (DIN) | Shake Shack Inc. (SHAK) | | The Cheesecake Factory Inc. (CAKE) | Dutch Bros Inc. (BROS) | Wingstop Inc. (WING) | | Chuy’s Holdings, Inc. (CHUY)* | | |
Determining Executive Compensation
________________ *Chuy’s Holdings, Inc. was acquired by Darden Restaurants, Inc. on October 11, 2024 and has ceased to be a publicly traded company. This was the same peer group the Compensation Committee utilized in setting fiscal 2024 executive compensation. The Company was at the 41st percentile of market capitalization and the 42nd percentile of revenue of the companies in the above peer group as of the time that the peer group analysis was conducted in October 2024. In addition to the peer group market data, the Compensation Committee also referenced general and specific industry compensation surveys from other sources in setting executive compensation for fiscal 2025. Stockholder Advisory Votes (Say-On-Pay) We ceased to qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 as of December 29, 2025, and consequently are now required to conduct a stockholder advisory vote regarding our executive compensation (Say-On-Pay) at the Annual Meeting. As we have not yet conducted a Say-On-Pay vote, the Compensation Committee was unable to consider the results of a Say-On-Pay vote in establishing executive compensation for fiscal 2025. While the vote on the Say-On-Pay Proposal is not binding on the Compensation Committee or the Board, the Compensation Committee and the Board will carefully review the results of the vote on the Say-On-Pay Proposal and will consider any stockholder feedback on our executive compensation program and policies in our future executive compensation decisions, as appropriate. At the Annual Meeting, our stockholders will also be asked to vote on the frequency of future Say-On-Pay votes on our executive compensation. See “Proposal 3: Frequency of Say-On-Pay Proposal.”
Elements of Executive Compensation
____________________________ Note: The charts do not include the special retention equity awards referenced above. Annual Base Salary Our named executive officers each receive an annual base salary. The annual base salary element is intended to attract and retain highly qualified executive talent by providing a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. The Compensation Committee considers peer group data in determining the annual base salary for each named executive officer in order to ensure our executive compensation package remains competitive relative to our peers. The annual base salaries of our named executive officers during fiscal 2025 as determined by the Compensation Committee as part of its annual review of executive compensation and after careful review of relevant market data and pay practices for comparable executive positions at our peer group of companies, were as follows:
Elements of Executive Compensation
paid. The Compensation Committee and the Board retain the discretion to adjust the annual cash incentive bonus amount upward or downward on a subjective basis to ensure an equitable result. Under the 2025 Executive Bonus Plan, each named executive officer was eligible to receive cash bonuses based on the achievement of Company-based performance goals determined by the Compensation Committee and approved by the Board. At the beginning of fiscal 2025, our Compensation Committee approved the performance targets for the corporate performance categories applicable to the participants in our 2025 Executive Bonus Plan. The performance targets were set with the objective for the targets to be challenging but attainable based on the expectations of the business at the time that the goals were established. For purposes of the 2025 Executive Bonus Plan, the performance metrics used for the Company-based performance goal were Adjusted EBITDA and unit growth. Unit growth is defined as Company-owned net unit growth, excluding corporate units acquired through mergers and acquisitions. The Compensation Committee selected Adjusted EBITDA as a performance measure because it believes Adjusted EBITDA appropriately incentivizes our executive officers on business outcomes specifically within their control and selected unit growth as a secondary performance measure to align with our growth strategy. The table below sets forth the annual cash bonus performance metrics and weighting of such metrics, performance goals, and actual payout percentages based on the achievement of the company-based performance goals for all named executive officers for fiscal 2025:
(dollars in thousands)
| Performance Metric | Weight | Threshold1 | Target | Maximum | Actual Result | Percent Payout2 | | Adjusted EBITDA3 | 80% | $104,550 | $123,000 - $127,920 | $147,600 | $120,918 | 92% | | Unit Growth4 | 20% | 47 | 52 | 57 | 52 | 100% | | Payout | | 16% | 100% | 200% | | 94% |
(dollars in thousands)
1 Achievement of threshold amounts for the Adjusted EBITDA and Unit Growth metrics would result in a payout of 0% and 77.5% of the target payout for the Adjusted EBITDA and Unit Growth performance metrics, respectively. The Adjusted EBITDA minimum threshold amount represents 85% of the minimum Adjusted EBITDA target amount of $123.0 million. 2 The Adjusted EBITDA bonus pool is reduced in 5% increments for every 1% that the Company misses the minimum Adjusted EBITDA target amount of $123.0 million. For every 1% that the Company exceeds the maximum Adjusted EBITDA target amount of $127.9 million, an additional 25% of the marginal Adjusted EBITDA increase is allocated to the Adjusted EBITDA bonus pool for distribution. 3 Adjusted EBITDA is a non-GAAP financial measure. See Appendix A - Non-GAAP Financial Measure Reconciliations for a reconciliation of Adjusted EBITDA to Net Income, the most directly comparable GAAP metric. 4 The Unit Growth metric was modified in October 2025 when our results for fiscal 2025 were still substantially uncertain to reflect a two unit reduction in the threshold, target and maximum to better align with our capital allocation strategy in fiscal 2026. Each named executive officer was eligible to earn an annual cash bonus under the 2025 Executive Bonus Plan based on a percentage of their base salary and achievement of the performance goals outlined in the table above. The table below sets forth the annual cash bonus payout calculations for each named executive officer for fiscal 2025:
(dollars in thousands)
| Named Executive Officer | Fiscal 2025 Base Salary | Target Bonus Eligibility as a % of Base Salary | Percent Payout | Total Actual Payout ($)1 | | Chris Tomasso | $932,793 | 110% | 94% | $963,610 | | Mel Hope | $459,659 | 70% | 94% | $302,174 | | Eric Hartman | $448,880 | 70% | 94% | $295,088 | | Laura Sorensen | $448,189 | 70% | 94% | $294,634 | | Jay Wolszczak | $474,392 | 70% | 94% | $311,859 |
(dollars in thousands)
one-third on the first, second and third anniversaries of the grant date, subject to the recipient’s continuous service to the Company. These equity awards are designed to align executive compensation with long-term Company performance and stockholder interests as well as to foster a management ownership mindset. The Compensation Committee and the Board awarded RSUs as annual long-term incentives to our named executive officers in March 2025 after careful review of market data and pay practices for comparable executive positions at our peer group of companies. The table below sets forth the target value of these long-term incentive awards for our named executive officers:
(dollars in thousands)
| Named Executive Officer | 2025 Annual RSU Award Target Value ($) | | Chris Tomasso | 3,200,000 | | Mel Hope | 800,000 | | Eric Hartman | 375,000 | | Laura Sorensen | 350,000 | | Jay Wolszczak | 425,000 |
(dollars in thousands)
The Compensation Committee reviews and approves, upon management recommendation with respect to the NEOs other than Mr. Tomasso and, in the case of Mr. Tomasso, on its own initiative, the grant of long-term equity incentive awards at levels competitive with market practices for comparable executive roles. These awards are designed to support retention, reinforce a long-term ownership mindset, and align executive interests with those of our stockholders. The Compensation Committee establishes a target long-term equity incentive award value for each executive, which is then used to determine the number of shares subject to each award. For RSUs, this value is converted into a number of restricted stock units based on the closing price of our Common Stock on the date of grant. In April 2025, following a comprehensive review of peer group market data and compensation practices, and in consideration of the critical importance of retaining and motivating our President and CEO during a period of continued growth, the Compensation Committee and the Board awarded Mr. Tomasso a special retention award of 365,408 RSUs. The award vests on the fourth anniversary of the grant date, subject to Mr. Tomasso’s continuous service to the Company. The award is subject to an additional requirement of a one-year holding period of the shares underlying the award following vesting. The award amount was determined by dividing a target grant value of $6 million by the closing price of our Common Stock ($16.42) on March 13, 2025, the date of the annual grant of the RSUs described in the table above. In December 2025, following a similar review of peer group market data and compensation practices for senior executives, and in consideration of the importance of leadership continuity and retention, the Compensation Committee and the Board awarded Mr. Hartman, Ms. Sorensen and Mr. Wolszczak special retention awards of 128,760, 125,798 and 139,323 RSUs, respectively, with a target award value equal to approximately 1.8 times their respective total fiscal 2025 target compensation of base salary, target cash incentive bonus amount and target annual equity grant fair value. These awards vest on the fourth anniversary of the grant date, subject to such executive’s continuous service to the Company. The award amount was determined by dividing the target grant value for each award by the closing price of our Common Stock ($15.91) on December 26, 2025, the most recent trading day preceding the grant date of the RSUs. These special RSUs serve several objectives, including the following: •Retention in a highly competitive talent market. In light of the highly competitive market for CEO and C‑suite talent in the casual dining sector, and the heightened risk of targeted recruiting following our strong growth and recent IPO, the Compensation Committee determined that a focused retention award was appropriate to help ensure leadership continuity throughout our defined multi‑year growth and new‑market expansion strategy. •Long-term stability. The four‑year cliff vesting feature encourages the named executive officer’s continued service and focus on executing our long-term strategy, as no value is realized unless the named executive officer remains employed through the vesting date.
(dollars in thousands)
•Stockholder alignment and ownership. Because the award is delivered in Common Stock and, for the CEO, Common Stock that must be held for an additional year, the named executive officer’s realized value is directly linked to long-term stock performance, reinforcing alignment with stockholders and supporting a culture of meaningful executive share ownership. •Pay-for-performance and governance. The four‑year vesting and, for the CEO, one-year holding period, ensure that a significant portion of the named executive officer’s compensation is at risk and contingent on our sustained stock performance, which the Compensation Committee believes is consistent with our pay‑for‑performance philosophy and prevailing governance best practices. These special awards are intended to be one-time in nature and are not expected to recur (absent special circumstances). The table below sets forth the target value of the April 2025 and December 2025 special retention long-term incentive awards for our named executive officers who received awards:
(dollars in thousands)
| Named Executive Officer | 2025 Special RSU Award Target Value ($) | | Chris Tomasso | 6,000,000 | | Eric Hartman | 2,048,576 | | Laura Sorensen | 2,001,458 | | Jay Wolszczak | 2,216,639 |
(dollars in thousands)
Other Compensation In general, all of our current named executive officers are eligible to participate in our employee benefit plans, including our 401(k) plan, non-qualified deferred compensation plan and medical, dental, vision, disability, and life insurance plans, in each case on the same basis as our other eligible employees. We also provide annual executive physicals to our named executive officers and other limited benefits to assist with their duties, including a stipend to cover cell phone usage. Otherwise, we generally do not provide perquisites or personal benefits to our named executive officers. Our named executive officers are eligible to participate in our 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees may defer eligible compensation, which we currently match 50% of up to the first 6% of eligible compensation in order to attract and retain employees and support their long-term financial well-being. Employees are vested in all matching deferral contributions based on their years of service, starting at 20% on their first employment anniversary, with an additional 20% vesting on each subsequent anniversary, such that employees with over five years of employment service with us are fully vested in all matching deferral contributions. Our named executive officers are also eligible to participate in our nonqualified deferred compensation plan, pursuant to which they can defer (i) a portion of their base salaries and annual cash incentive bonuses and (ii) any refunded 401(k) contributions, or corrective distributions, resulting from the need to correct any non-discriminatory testing failures in our 401(k) plan. The plan is designed to provide our management with an opportunity to defer compensation on a pre-tax basis and accumulate tax-deferred earnings to achieve their financial goals. Similar to the 401(k) plan, we currently match 50% of up to the first 6% of eligible compensation deferred under the plan, although participating executives may receive the match only in one plan. Employees are vested in all matching deferral contributions based on their years of service, starting at 20% on their first employment anniversary, with an additional 20% vesting on each subsequent anniversary, such that employees with over five years of employment service with us are fully vested in all matching deferral contributions.
Risk Assessment of Compensation Policies and Practices
Risk Assessment of Compensation Policies and Practices Our compensation programs are designed to maintain an appropriate balance between long-term and short-term incentives by utilizing a combination of compensation elements, including base salary, annual cash bonus, and long-term equity incentive awards. Although not all employees may have compensation comprising all three elements, our compensation programs are generally structured so that any short-term cash incentives are not likely to constitute the predominant element of an executive’s total compensation. Significant compensation decisions, including decisions
Compensation Program Governance Policies
1 Includes the Chief Legal Officer, Chief People Officer, Chief Development Officer, Chief Brand Officer and Chief Information Officer. Executives who are subject to the Stock Ownership Guidelines have five years following the date they become subject to the guidelines to comply with the applicable guideline ownership level. Compliance with the Stock Ownership Guidelines is measured as of the last day of each fiscal year. Once a covered executive has achieved the applicable ownership guideline, such executive will be considered in compliance until the next measurement date, regardless of any change in the price of our Common Stock, so long as such executive continues to own at least the number of shares of Common Stock owned at the time of achieving the applicable guideline. Shares that count toward achievement of the Stock Ownership Guidelines include (i) shares owned outright by the covered executive or any of such person’s immediate family members residing in the same household, (ii) shares held in trust for the benefit of the covered executive or such person’s family, (iii) shares underlying vested but unsettled restricted shares and restricted stock units and (iv) unvested restricted shares or stock units, excluding unvested performance-based restricted shares or stock units (during periods preceding certification of attainment of the applicable performance conditions). Shares underlying unexercised vested or unvested stock options do not count in determining compliance with the stock ownership guidelines. In the event a covered executive fails to achieve the minimum ownership guidelines in the time periods required by the Stock Ownership Guidelines, then until the required ownership guideline is reached, such covered executive will be required to retain at least fifty percent (50%) of their net profit shares (as defined below). This retention ratio applies to net profit shares received upon: (i) the vesting of restricted stock awards, RSUs, performance-based restricted stock awards, performance-based RSUs and similar instruments expressed in stock units and payable in shares of our Common Stock or (ii) the exercise of stock options or similar instruments payable in shares of our Common Stock. For purposes of the foregoing, “net profit shares” are those shares of Common Stock that are actually issued to, or held by, a covered executive after deducting the applicable tax withholdings and the payment of any exercise or purchase price (if applicable) upon the vesting or settlement of equity awards or the exercise of stock options. All of our covered executives are currently in compliance with the Stock Ownership Guidelines or are within the five-year timeframe to comply.
Equity Grant Guidelines and Practices
Equity Grant Guidelines and Practices We do not schedule the grant of any equity awards in anticipation of material, non-public information, and we do not schedule the disclosure of material, non-public information based on the timing of granting equity awards. Prior to fiscal 2026, the Compensation Committee’s practice has been to (i) grant RSUs for current employees annually on the second business day following the filing of our Annual Report on Form 10-K for the preceding fiscal year, and (ii) grant RSUs for newly hired individuals on the second business day following the filing of our most recent Annual Report on Form 10‑K or our Quarterly Report on Form 10-Q following the date of hire. Beginning in fiscal 2026, the Compensation Committee determined that, for administrative purposes, it would establish March 1st as the grant date for the annual long-term incentive awards. From time to time, the Compensation
Equity Grant Guidelines and Practices
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Equity Grant Guidelines and Practices
Committee may also determine to make special awards or approve vesting terms that differ from the annual grant terms. The Compensation Committee may also impose holding periods or other vesting terms and conditions as it deems necessary or appropriate. Stock options may be granted only with an exercise price at or above the closing market price of our Common Stock on the date of grant. During fiscal 2025, no stock option grants were made to our NEOs.
Summary Compensation Table
Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, and paid to the NEOs of First Watch for services rendered to First Watch in all capacities for fiscal 2025, and, where applicable, fiscal 2024 and fiscal 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock awards ($)(2) | Option awards ($) (2) | Non-equity incentive plan compensation ($) (3) | All other compensation ($) (4) | Total ($) | | Chris Tomasso, | 2025 | 932,793 | — | 9,576,365 | — | 963,610 | 50,382 | 11,523,150 | | President and Chief Executive Officer | 2024 | 905,625 | — | 3,000,000 | — | 988,711 | 28,502 | 4,922,838 | | | 2023 | 892,416 | — | 2,500,000 | — | 1,509,105 | 26,797 | 4,928,318 | | Mel Hope, | 2025 | 459,659 | — | 799,999 | — | 302,174 | 34,290 | 1,596,122 | | Chief Financial Officer and Treasurer | 2024 | 446,270 | — | 800,000 | — | 341,049 | 28,348 | 1,615,667 | | | 2023 | 439,761 | — | 800,000 | — | 520,556 | 23,660 | 1,783,977 | | Eric Hartman, | 2025 | 448,880 | — | 2,423,572 | — | 295,088 | 38,575 | 3,206,115 | | Chief Development Officer | | | | | | | | | | Laura Sorensen, | 2025 | 448,189 | — | 2,351,438 | — | 294,634 | 39,552 | 3,133,813 | | Chief People Officer | | | | | | | | | | Jay Wolszczak, | 2025 | 474,392 | — | 2,641,628 | — | 311,859 | 36,485 | 3,464,364 | | Chief Legal Officer, General Counsel | 2024 | 460,575 | — | 600,000 | — | 351,981 | 29,470 | 1,442,026 | | and Secretary | 2023 | 453,857 | — | 350,000 | — | 537,241 | 24,458 | 1,365,556 |
Summary Compensation Table
____________________________ (1) Salary represents the amounts earned in fiscal 2025, and, where applicable, fiscal 2024 and fiscal 2023, pursuant to the terms of each NEO’s respective employment agreement or offer letter. See “Employment Arrangements and Equity Award Agreements” below. (2) Amounts reflect the aggregate grant date fair value of RSUs granted to our NEOs in fiscal 2025, and, where applicable, fiscal 2024 and fiscal 2023 as computed in accordance with FASB ASC 718. For additional information related to assumptions used in the determination of the fair value of stock-based compensation awards, refer to Note 17 to the financial statements included in the Form 10-K. (3) Amounts reflect the cash incentive bonuses earned. See “Compensation Discussion and Analysis—Elements of Executive Compensation—Annual Cash Incentive Bonus” above. (4) Payments to our NEOs included in the “All Other Compensation” column for fiscal 2025 include the following:
Summary Compensation Table
| Name | Year | Life insurance premiums ($) | 401(k) employer match ($) | Non-qualified deferred compen-sation plan match ($) | Long- term disability benefit ($) | Health insurance premiums ($) | Executive physical services ($) | Total ($) | | Chris Tomasso | 2025 | 1,287 | 4,795 | 26,939 | 3,721 | 9,140 | 4,500 | 50,382 | | Mel Hope | 2025 | 1,287 | — | 13,275 | 6,088 | 9,140 | 4,500 | 34,290 | | Eric Hartman | 2025 | 1,287 | 8,603 | 12,964 | 3,605 | 7,616 | 4,500 | 38,575 | | Laura Sorensen | 2025 | 1,287 | 8,126 | 12,944 | 3,555 | 9,140 | 4,500 | 39,552 | | Jay Wolszczak | 2025 | 1,287 | 3,932 | 13,700 | 3,926 | 9,140 | 4,500 | 36,485 |
Summary Compensation Table
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Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table presents information with respect to the plan-based awards granted by the Compensation Committee to the NEOs. Plan-based awards include annual cash incentive awards under the 2025 Executive Bonus Plan and long-term equity incentive awards under our 2021 Plan.
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All other stock awards: Number of shares of stock or units (#) | Grant date fair value of stock and option awards ($) (2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | Chris Tomasso | — | 159,041 | 1,026,072 | 2,052,144 | | | | | 3/13/2025 | | | | 194,884 | 3,199,995 | | | 4/10/2025 | | | | 365,408 | 6,376,370 | | Mel Hope | — | 49,873 | 321,761 | 643,522 | | | | | 3/13/2025 | | | | 48,721 | 799,999 | | Eric Hartman | — | 48,704 | 314,216 | 628,432 | | | | | 3/13/2025 | | | | 22,838 | 375,000 | | | 12/28/2025 | | | | 128,760 | 2,048,572 | | Laura Sorensen | — | 48,629 | 313,732 | 627,464 | | | | | 3/13/2025 | | | | 21,315 | 349,992 | | | 12/28/2025 | | | | 125,798 | 2,001,446 | | Jay Wolszczak | — | 51,472 | 332,074 | 664,148 | | | | | 3/13/2025 | | | | 25,883 | 424,999 | | | 12/28/2025 | | | | 139,323 | 2,216,629 |
Grants of Plan-Based Awards
_____________________________ (1) Each NEO is entitled to an annual cash bonus based on the achievement of performance metrics. The “Threshold” column reflects amounts that would be paid if the performance metrics were achieved at the threshold level of performance. The “Target” column reflects amounts that would be paid if the performance metrics were each achieved at 100% of target. The “Maximum” column reflects amounts that would be paid if the performance metrics were achieved at the maximum level. Annual cash bonuses paid for fiscal 2025 are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) Amounts shown in this column represent the aggregate grant date fair value of the RSUs as computed in accordance with FASB ASC 718.
Grants of Plan-Based Awards
| First Watch Restaurant Group, Inc. | 31 | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding equity-based awards held by the NEOs as of December 28, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | | Stock Awards | | | | Name | Equity award grant date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | | Option expiration date | Number of shares or units of stock that have not vested (#) (1) | | Market value of shares or units of stock that have not vested ($) (2) | | Chris Tomasso | 8/31/2017 | 935,825 | — | 8.45 | | 8/31/2027 | — | — | — | | | 3/25/2022 | 288,600 | — | 12.58 | | 3/25/2032 | — | — | — | | | 3/9/2023 (3) | — | — | — | | — | 53,695 | | 854,287 | | | 3/7/2024 (3) | — | — | — | | — | 80,677 | | 1,283,571 | | | 3/13/2025 (3) | — | — | — | | — | 194,884 | | 3,100,604 | | | 4/10/2025 (4) | — | — | — | | — | 365,408 | | 5,813,641 | | Mel Hope | 7/30/2018 | 177,570 | — | 8.45 | | 7/30/2028 | — | — | — | | | 7/31/2019 | 69,055 | — | 13.52 | | 7/31/2029 | — | — | — | | | 3/25/2022 | 122,655 | — | 12.58 | | 3/25/2032 | — | — | — | | | 3/9/2023 (3) | — | — | — | | — | 17,182 | | 273,366 | | | 3/7/2024 (3) | — | — | — | | — | 21,514 | | 342,288 | | | 3/13/2025 (3) | — | — | — | | — | 48,721 | | 775,151 | | Eric Hartman | 8/31/2017 | 186,625 | — | 8.45 | | 8/31/2027 | — | — | — | | | 3/25/2022 | 64,935 | — | 12.58 | | 3/25/2032 | — | — | — | | | 3/9/2023 (3) | — | — | — | | — | 8,054 | | 128,139 | | | 3/7/2024 (3) | — | — | — | | — | 10,084 | | 160,436 | | | 3/7/2024 (5) | — | — | — | | — | 9,076 | | 144,399 | | | 3/13/2025 (3) | — | — | — | | — | 22,838 | | 363,353 | | | 12/28/2025 (4) | — | — | — | | — | 128,760 | | 2,048,572 | | Laura Sorensen | 8/31/2017 | 246,625 | — | 8.45 | | 8/31/2027 | — | — | — | | | 3/25/2022 | 57,720 | — | 12.58 | | 3/25/2032 | — | — | — | | | 3/9/2023 (3) | — | — | — | | — | 7,517 | | 119,595 | | | 3/7/2024 (3) | — | — | — | | — | 9,412 | | 149,745 | | | 3/7/2024 (5) | — | — | — | | — | 10,084 | | 160,436 | | | 3/13/2025 (3) | — | — | — | | — | 21,315 | | 339,122 | | | 12/28/2025 (4) | — | — | — | | — | 125,798 | | 2,001,446 | | Jay Wolszczak | 7/18/2018 | 162,570 | — | 8.45 | | 7/18/2028 | — | — | — | | | 4/24/2019 | 69,055 | — | 12.68 | | 4/24/2029 | — | — | — | | | 3/25/2022 | 57,720 | — | 12.58 | | 3/25/2032 | — | — | — | | | 3/9/2023 (3) | — | — | — | — | — | 7,517 | | 119,595 | | | 3/7/2024 (3) | — | — | — | | — | 9,412 | | 149,745 | | | 3/7/2024 (5) | — | — | — | | — | 10,084 | | 160,436 | | | 3/13/2025 (3) | — | — | — | | — | 25,883 | | 411,799 | | | 12/28/2025 (4) | — | — | — | | — | 139,323 | | 2,216,629 |
Outstanding Equity Awards at Fiscal Year-End
___________________________ (1) Represents time-based RSUs held by the NEO as of December 28, 2025. (2) Represents the value of the number of shares of Common Stock underlying the time-based RSUs valued based on the $15.91 closing market price of our Common Stock on December 26, 2025, the last trading day of fiscal 2025. (3) These RSUs vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive officer’s continued employment or service on the applicable vesting date. (4) These RSUs vest in full on the fourth anniversary of the grant date, subject to the executive officer’s continued employment or service on the applicable vesting date. (5) These RSUs vest in two equal annual installments on the second and third anniversaries of the grant date, subject to the executive officer’s continued employment or service on the applicable vesting date.
Outstanding Equity Awards at Fiscal Year-End
| First Watch Restaurant Group, Inc. | 32 | 2026 Proxy Statement |
Option Exercises and Stock Awards Vested
Option Exercises and Stock Awards Vested The following table presents information regarding stock options that were exercised and stock awards that vested during fiscal 2025.
Option Exercises and Stock Awards Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Chris Tomasso | — | — | 94,032 | 1,786,608 | | Mel Hope | — | — | 27,939 | 530,841 | | Eric Hartman | — | — | 13,097 | 248,843 | | Laura Sorensen | — | — | 12,223 | 232,237 | | Jay Wolszczak | — | — | 12,223 | 232,237 |
Option Exercises and Stock Awards Vested
_______________________ (1) Calculated by multiplying the number of vested shares or RSUs by the closing market price per share of our stock on the vesting date.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation Pursuant to our non-qualified deferred compensation plan (the “Deferred Compensation Plan”), participants, including our NEOs, may elect to defer annually up to 80% of their base salary, 80% of annual cash incentive payments and 100% of any refunded 401(k) contribution, or corrective distributions, resulting from the need to correct any non-discriminatory testing failure in our 401(k) plan, until actual payment of the deferred amount in future years. At a participant’s election, payments may be deferred until a specific date at least two years after the date of deferral or until termination of employment (subject to earlier payment in the event of a change in control) and may be paid in a lump sum or, if the balance is in excess of $200,000, it may be paid in annual installments of up to ten years. Separate deferral elections may be made for each year, and in limited circumstances, existing payment elections may be changed. The amounts deferred are credited to accounts that mirror the gains and/or losses of several different publicly available investment funds, based on the participant’s election. The rate of return for each participant varies depending on the specific investment elections made by the participant. In fiscal 2025, the investment funds available to participants provided rates of return ranging from 1.2% to 41.7%. While we are not required to make any contributions to the Deferred Compensation Plan, we currently match 50% of up to the first 6% of eligible compensation deferred under the plan. Employees are vested in all matching deferral contributions based on their years of service, starting at 20% on their first employment anniversary, with an additional 20% vesting on each subsequent anniversary, such that employees with over five years of employment service with us are fully vested in all matching deferral contributions. Although we have established a “Rabbi Trust” to invest funds in an amount equal to the compensation that has been deferred, the Deferred Compensation Plan is an unfunded, non-qualified plan, for which the benefits are to be paid out of our general assets and subject to forfeiture in the event of bankruptcy or liquidation. The Deferred Compensation Plan is subject to the requirements of Section 409A of the Internal Revenue Code, and if a participant is considered a “specified employee” on his or her separation date, Section 409A requires the delay of payments for six months after such date. The following table shows contributions and earnings during fiscal 2025 and the account balances as of December 26, 2025 (the last business day of our fiscal 2025), for our NEOs under the Deferred Compensation Plan.
Non-Qualified Deferred Compensation
| Name | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings/(Loss) ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Year-End ($) | | Chris Tomasso | 107,733 | 26,939 | 15,084 | — | 149,756 | | Mel Hope | 44,250 | 13,275 | 4,044 | — | 61,569 | | Eric Hartman | 127,628 | 12,964 | 13,473 | — | 154,065 | | Laura Sorensen | 43,456 | 12,944 | 9,232 | — | 65,632 | | Jay Wolszczak | 55,526 | 13,700 | 10,435 | — | 79,661 |
Non-Qualified Deferred Compensation
| First Watch Restaurant Group, Inc. | 33 | 2026 Proxy Statement |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The following table presents the compensation payable to each of our NEOs under our existing plans and arrangements upon (i) an involuntary termination of the NEO by the Company other than for “cause” or voluntary termination by the NEO for “good reason” (a “qualifying termination”) unrelated to a change in control, (ii) a qualifying termination of the NEO within 24 months following a change in control (a “change in control termination”), and (iii) a termination of employment of the NEO due to death or disability, assuming the triggering event occurred on December 28, 2025 and based on our closing stock price on December 26, 2025, the last trading day of fiscal 2025. These benefits are in addition to benefits available generally to salaried employees.
Potential Payments upon Termination or Change in Control
| Name/Triggering Event | Salary ($) | Bonus ($) (1) | Prorated Bonus ($) (2) | COBRA/Health Plan Continuation Coverage ($) | Acceleration of Vesting of Awards ($) (3) | Outplacement ($) (4) | | Chris Tomasso | | | | | | | | Qualifying termination | 1,865,586 | — | 1,026,072 | 47,896 | — | 30,000 | | Change in control termination | 2,331,983 | 2,565,181 | — | 59,870 | 11,052,103 | 30,000 | | Death or disability | 466,400 | — | 963,610 | — | — | — | | Mel Hope | | | | | | | | Qualifying termination | 689,489 | — | 321,761 | 25,361 | — | 30,000 | | Change in control termination | 919,318 | 643,523 | — | 33,814 | 1,390,805 | 30,000 | | Death or disability | — | — | — | — | — | — | | Eric Hartman | | | | | | | | Qualifying termination | 673,320 | — | 314,216 | 21,330 | — | 30,000 | | Change in control termination | 897,760 | 628,433 | — | 28,440 | 2,844,899 | 30,000 | | Death or disability | 224,440 | — | 295,088 | — | — | — | | Laura Sorensen | | | | | | | | Qualifying termination | 672,284 | — | 313,732 | 35,922 | — | 30,000 | | Change in control termination | 896,378 | 627,465 | — | 47,896 | 2,770,344 | 30,000 | | Death or disability | 224,095 | — | 294,634 | — | — | — | | Jay Wolszczak | | | | | | | | Qualifying termination | 711,588 | — | 332,074 | 35,922 | — | 30,000 | | Change in control termination | 948,784 | 664,149 | — | 47,896 | 3,058,204 | 30,000 | | Death or disability | — | — | — | — | — | — |
Potential Payments upon Termination or Change in Control
___________________________ (1) Amounts shown for change in control termination represent multiples of target annual bonus amounts for each NEO (2.5x for Mr. Tomasso and 2.0x. for the remaining NEOs). (2) Amounts shown for qualifying termination represent each NEO’s target annual bonus amount pro-rated for the full year and amounts shown for termination due to death or disability represent the actual bonus amount that would have been paid to such NEO based on fiscal 2025 performance pro-rated for the full year. (3) Represents the value of the number of shares of Common Stock underlying the time-based restricted stock unit awards whose vesting will accelerate, valued based on the $15.91 closing market price of our Common Stock on December 26, 2025, the last trading day of fiscal 2025. (4) Represents the value of the outplacement services for 18 months. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed above, any actual amounts paid or distributed upon termination may be different. Factors that could affect these amounts
Potential Payments upon Termination or Change in Control
| First Watch Restaurant Group, Inc. | 39 | 2026 Proxy Statement |
Potential Payments upon Termination or Change in Control
include the timing during the year of any such event and our stock price. If we determine that any payment or distribution to an executive officer in connection with a change in control would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (the “excise tax”), and the executive officer would receive a greater net after-tax amount (taking into account all applicable taxes payable by the executive officer, including any excise tax under Section 4999 of the Internal Revenue Code) by applying the reduction contained in the Severance Plan, then the payments and benefits provided to the executive officer under the Severance Plan will be reduced (but not below zero) to the maximum amount which may be paid without the executive officer becoming subject to such an excise tax under Section 4999 of the Internal Revenue Code. The amounts reflected in the table below do not reflect the application of any reduction in compensation or benefits pursuant to this provision.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain measures of our financial performance for fiscal 2025, fiscal 2024 and fiscal 2023. For further information concerning our compensation objectives and how we align executive compensation with our performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) ($) | Compensation Actually Paid to PEO ($) (1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2)(3) | Total Shareholder Return ($) (4) | Comparator Group Total Shareholder Return ($) (5) | Net Income ($, in thousands) (6) | Adjusted EBITDA ($, in thousands) (7) | | 2025 | 11,523,150 | 10,514,342 | 2,850,104 | 2,755,716 | 111.92 | 124.14 | 19,432 | 120,918 | | 2024 | 4,922,838 | 4,093,807 | 1,528,847 | 1,337,577 | 131.56 | 141.92 | 18,925 | 113,836 | | 2023 | 4,928,318 | 7,338,517 | 1,574,767 | 2,309,574 | 141.43 | 118.47 | 25,385 | 99,483 |
Pay Versus Performance
___________________________ (1) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Tomasso as calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Tomasso during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to his total compensation for each applicable year to determine the compensation actually paid:
Pay Versus Performance
| | PEO ($) | | | | | 2025 | 2024 | 2023 | | Summary Compensation Table Total | 11,523,150 | 4,922,838 | 4,928,318 | | Subtract Summary Compensation Table Value of Stock Awards | 9,576,365 | 2,999,987 | 2,499,993 | | Add Covered Year-End Fair Value of Stock Awards Granted during Covered Year that are Outstanding and Unvested at Covered Year-End | 8,914,245 | 2,262,999 | 3,237,748 | | Add Change in Fair Value as of Covered Year-End (Compared to Prior Year-End) of Prior Year Stock Awards and Option Awards that are Outstanding and Unvested at Covered Year-End* | (374,898) | (303,304) | 1,371,164 | | Add Vesting Date Fair Value of Stock Awards that were Granted and Vested during the Covered Year | — | — | — | | Add Change in Fair Value as of Vesting Date (Compared to Prior Year-End) of Prior Year Stock Awards and Option Awards that Vested during the Covered Year | 28,210 | 211,261 | 301,280 | | Compensation Actually Paid | 10,514,342 | 4,093,807 | 7,338,517 |
Pay Versus Performance
_____________________________________ * The valuation adjustments used to calculate fair values did not materially differ from those disclosed at the time of grant. Adjustments for pension, dividend payments and forfeiture of stock awards that failed to vest are not covered as the Company does not have supplemental executive retirement plans, does not pay dividends on equity awards and no stock awards held by Mr. Tomasso were forfeited due to a failure to vest in any of the fiscal years presented. (2) The dollar amounts reported in this column represent the average of the amounts reported for our NEOs as a group (excluding the PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of the NEOs included in such group for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2024, Mr.. Hope and Mr. Wolszczak, and (ii) for fiscal 2025, Mr. Hope, Mr. Hartman, Ms. Sorensen and Mr. Wolszczak.
Pay Versus Performance
| First Watch Restaurant Group, Inc. | 40 | 2026 Proxy Statement |
Pay Versus Performance
(3) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO) in each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to such group of NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding the PEO) for each year to determine the compensation actually paid:
Pay Versus Performance
| | Non-PEO NEOs ($) | | | | | 2025 | 2024 | 2023 | | Summary Compensation Table Total | 2,850,104 | 1,528,847 | 1,574,767 | | Subtract Summary Compensation Table Value of Stock Awards | 2,054,159 | 699,983 | 574,993 | | Add Covered Year-End Fair Value of Stock Awards Granted during Covered Year that are Outstanding and Unvested at Covered Year-End | 2,039,018 | 528,023 | 744,675 | | Add Change in Fair Value as of Covered Year-End (Compared to Prior Year-End) of Prior Year Stock Awards and Option Awards that are Outstanding and Unvested at Covered Year-End* | (84,158) | (82,380) | 382,516 | | Add Vesting Date Fair Value of Stock Awards that were Granted and Vested during the Covered Year | — | — | — | | Add Change in Fair Value as of Vesting Date (Compared to Prior Year-End) of Prior Year Stock Awards and Option Awards that Vested during the Covered Year | 4,911 | 63,070 | 182,609 | | Compensation Actually Paid | 2,755,716 | 1,337,577 | 2,309,574 |
Pay Versus Performance
_____________________________________ * The valuation adjustments used to calculate fair values did not materially differ from those disclosed at the time of grant. Adjustments for pension, dividend payments and forfeiture of stock awards that failed to vest are not covered as the Company does not have supplemental executive retirement plans, does not pay dividends on equity awards and no stock awards held by any of the applicable named executive officers for 2025, 2024 and 2023 were forfeited due to a failure to vest during such years. (4) Total shareholder return (TSR) is based upon an initial investment of $100 on December 23, 2022, the last trading day before the start of fiscal 2023. No dividends have been declared on our Common Stock during the measurement period. (5) Represents peer group TSR. The peer group used for this purpose is the following published industry index: S&P Restaurants Index, which is the same peer group as reported in Part II, Item 5 in the Form 10-K. (6) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. (7) Adjusted EBITDA is defined as net income before depreciation and amortization, interest expense, income taxes and items that we do not consider in the evaluation of our ongoing core operating performance. Adjusted EBITDA is a non-GAAP financial measure. For a discussion and reconciliation of Adjusted EBITDA to Net Income, the most comparable corresponding GAAP measure, see Appendix A - Non-GAAP Financial Measure Reconciliations. We have determined that Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company for the most recently completed fiscal year to link compensation actually paid to our NEOs to Company performance.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Board has approved a compensation framework for our directors who are not employees of the Company and are not employees of our prior controlling stockholder (“Non-Employee Director Compensation”). Effective at the beginning of fiscal 2025, the cash component of the Non-Employee Director Compensation framework was increased to reflect an $80,000 base retainer; $60,000 for service as Board Chair; $15,000 for service as a member of the Audit Committee and $30,000 for service as the Audit Committee Chair; $12,500 for service as a member of the Compensation Committee and $25,000 for service as the Compensation Committee Chair; and $11,000 for service as a member of the Nominating and Corporate Governance Committee and $22,000 for service as the Nominating and Corporate Governance Committee Chair. Effective December 29, 2025, the cash component payment for the Board Chair was increased to $80,000. For fiscal 2025, the equity component of the Non-Employee Director Compensation granted to non-employee directors who were not employees of our prior controlling stockholder included RSUs with a $140,000 grant date fair value. Our Board Chair also received RSUs with a $60,000 grant date fair value. On the day following the 2025 annual meeting of stockholders, each eligible director received a number of RSUs with a value equal to the amount indicated above, calculated by using the closing price of our Common Stock on the day following the 2025 annual meeting of stockholders ($15.91 on May 22, 2025) and rounding down to the nearest whole number. The RSUs will vest on the first anniversary of the grant date, subject to the director’s continued membership on the Board as of such date. The following table sets forth information concerning the compensation of our directors (other than our CEO and our directors who were employees of our prior controlling stockholder who do not participate in the Company’s Non-Employee Director Compensation framework) for fiscal 2025. Compensation information for Mr. Tomasso is included in the “Summary Compensation Table” above. Other than as set forth in the table and described herein, during fiscal 2025, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee members of our Board. We also reimburse each of our directors for all reasonable out-of-pocket expenses incurred in connection with attendance at board and committee meetings.
DIRECTOR COMPENSATION
| Name | Fees earned or paid in cash ($) | Stock awards ($) (1) | All other compensation ($) | Total ($) | | Ralph Alvarez | 178,500 | 199,989 | — | 378,489 | | Irene Chang Britt | 102,000 | 139,992 | — | 241,992 | | Michael Fleisher | 100,000 | 139,992 | — | 239,992 | | Charles Jemley | 110,000 | 139,992 | — | 249,992 | | William Kussell | 91,000 | 139,992 | — | 230,992 | | Stephanie Lilak | 105,000 | 139,992 | — | 244,992 | | Jostein Solheim | 95,000 | 139,992 | — | 234,992 | | Rachel Tipograph (2) | N/A | N/A | N/A | N/A |
DIRECTOR COMPENSATION
___________________________ (1) Reflects the grant date fair value of RSUs granted and determined in accordance with FASB ASC 718. (2) Ms. Tipograph joined our Board on December 29, 2025 and did not receive any compensation for fiscal 2025.
DIRECTOR COMPENSATION
| First Watch Restaurant Group, Inc. | 45 | 2026 Proxy Statement |
DIRECTOR COMPENSATION
As of December 28, 2025, our non-employee directors held the following aggregate number of unvested RSUs as well as stock options received as compensation for their service on the Board prior to our IPO, all of which are currently exercisable:
DIRECTOR COMPENSATION
| Name | Restricted stock units (#) | Nonqualified stock options (#) | | Ralph Alvarez | 12,570 | 197,300 | | Irene Chang Britt | 8,799 | — | | Michael Fleisher | 8,799 | — | | Charles Jemley | 8,799 | — | | William Kussell | 8,799 | 92,485 | | Stephanie Lilak | 8,799 | — | | Jostein Solheim | 8,799 | — | | Rachel Tipograph (1) | — | — |
DIRECTOR COMPENSATION
(1) Ms. Tipograph joined our Board on December 29, 2025 and did not receive equity compensation for fiscal 2025.
DIRECTOR COMPENSATION
| First Watch Restaurant Group, Inc. | 46 | 2026 Proxy Statement |