Adam Gordon
CHEESECAKE FACTORYAbout Adam S. Gordon
Independent director of The Cheesecake Factory Incorporated since 2022; age 58 as of March 24, 2025. Background includes 34+ years in real estate management/development and global marketing/publicity with prior senior publicity leadership at Sony Pictures International (1991–2003); current roles include Managing Director of Gordon Property Group (2019–present) and President of ASG Global Entertainment (2016–present). The Board has determined Gordon is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sony Pictures International | Executive Director of Publicity | 1991–2003 | Led publicity and awards campaigns; global marketing expertise |
| ASG Global Entertainment | President | 2016–present | Marketing and production leadership, entertainment industry network |
| Gordon Property Group | Managing Director | 2019–present | Marketing and strategic relationships for commercial properties |
External Roles
| Organization | Sector | Role | Tenure |
|---|---|---|---|
| Gordon Property Group | Real estate management & development | Managing Director | 2019–present |
| ASG Global Entertainment | Marketing & production | President | 2016–present |
Board Governance
- Independence: The Board classifies Gordon as independent (Nasdaq rules) .
- Committee assignments: Compensation Committee member (not Chair) .
- Attendance: In FY2024, the Board held 11 meetings; all directors attended at least 75% of Board/committee meetings on which they served; Independent Directors held three executive sessions without management .
- Executive sessions: 3 in FY2024 .
- Board size: Eight directors as of the 2025 proxy .
- Lead Independent Director: Jerome I. Kransdorf .
Fixed Compensation
Non-employee director compensation program and Gordon’s realized amounts.
| Metric | FY2023 | FY2024 |
|---|---|---|
| Annual Board cash retainer ($) | 100,000 | 100,000 |
| Standard annual equity grant or cash in lieu ($) | 115,000 | 130,000 |
| Committee chair fees ($) | Comp Chair 12,500; Gov Chair 10,000; Audit Chair 15,000 (if applicable) | Comp Chair 12,500; Gov Chair 10,000; Audit Chair 15,000 (if applicable) |
| Lead Director fee ($) | 25,000 | 25,000 |
| Adam S. Gordon – Fees earned or paid in cash ($) | 107,000 (includes late grant tax remediation noted below) | 230,000 |
| Adam S. Gordon – Stock awards ($) | 115,000 | — |
| Adam S. Gordon – Total ($) | 222,000 | 230,000 |
Notes:
- In 2023, an administrative oversight delayed director equity issuance; CAKE made cash payments to certain directors to offset incremental taxes; Gordon received $7,000 as part of fees (included above) .
- Directors may elect cash in lieu of the annual equity grant only if stock ownership guidelines are met; equity grants are fully vested on issuance .
Performance Compensation
- CAKE does not tie non-employee director pay to performance; director equity awards are fully vested shares (or cash in lieu) with no performance conditions .
- For context on Gordon’s Compensation Committee oversight, CAKE’s executive incentive structure uses:
- Annual bonus: 75% based on adjusted EBITDAR; 25% strategic goals (bakery division has additional Gross Contribution metric) .
- Long-term equity: 50% performance-based restricted stock tied to total revenue growth, adjusted EPS (from 2024), and adjusted controllable profit over three years; 50% time-based stock/options .
| Executive Plan Metric | Use/Weight | FY2024 Program Detail |
|---|---|---|
| Adjusted EBITDAR | 75% of annual bonus (corporate) | Two half-year targets; payout 25–150% of target |
| Strategic Initiatives | 25% of annual bonus | Company/bakery initiatives with max 100% payout |
| Total Annual Revenue Growth | LT performance shares (equal weight) | Measured over 3-year period |
| Adjusted Annual EPS | LT performance shares (equal weight; added in 2024) | Measured over 3-year period |
| Adjusted Annual Controllable Profit | LT performance shares (equal weight) | Measured over 3-year period |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Gordon .
- Compensation Committee interlocks: In FY2024, Edie A. Ames, Adam S. Gordon, Herbert Simon, Jerome I. Kransdorf, and Laurence B. Mindel served (Chair: Alexander L. Cappello); no member was an officer/employee or had Item 404 related-party relationships requiring disclosure . In FY2023, similar disclosure: no interlocks/insider participation issues .
Expertise & Qualifications
- Deep global marketing/publicity experience; entertainment industry network .
- Real estate management and development expertise; strategic relationships in commercial properties .
Equity Ownership
| Category | Amount/Policy |
|---|---|
| Total beneficial ownership (shares) | 3,652 shares; all held directly |
| Options/RSUs outstanding | None disclosed for non-employee directors as of record date |
| Ownership guidelines | Minimum holdings equal to 4× annual director cash fee ($400,000); 5-year compliance window for new directors; unvested RS/RSUs count toward compliance |
| Hedging/pledging | Prohibited for directors, officers, and employees; no margin or pledging allowed |
Alignment note: CAKE restricts cash-in-lieu elections for annual equity unless guidelines are met; Gordon’s 2024 compensation shows no stock award (consistent with a cash election available to guideline-compliant directors) .
Governance Assessment
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Strengths: Independence; Compensation Committee role; attendance at required thresholds; robust hedging/pledging prohibitions; clear related-party review process; strong shareholder say-on-pay support (~98% approval at 2024 annual meeting) .
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Pay mix/discipline: Director pay largely fixed (retainer + equity/cash-in-lieu), aligned with market median via FW Cook benchmarking; stock ownership guidelines promote “skin in the game” .
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RED FLAGS: Administrative oversight in 2023 delayed equity issuance; CAKE paid tax remediation ($7,000 to Gordon), indicating a process lapse but transparency through proxy disclosure . No related-party transactions reportable for FY2024/FY2023 .
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Shareholder engagement/signals: Board held multiple executive sessions; clear governance materials; Compensation Committee uses independent consultant; pay-for-performance framework for executives overseen by Compensation Committee .