Alexander Cappello
CHEESECAKE FACTORYAbout Alexander L. Cappello
Independent director since 2008; age 69; Audit Committee member and Chair of the Compensation Committee; designated an “audit committee financial expert.” Background includes 52 years leading public and private companies; Chairman & CEO of Cappello Global, LLC since 1996; prior public company board roles at Virco Manufacturing (Lead Director, 2016–2023), Navidea Biopharmaceuticals (Chairman, 2021–2023), Genius Products (Director, 2004–2005), Inter-Tel (Chairman, 2005–2007), among others .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cappello Global, LLC | Chairman & CEO | 1996–Present | Leads merchant/investment banking entities; principals transacting since 1973 |
| Inter-Tel (Nasdaq) | Chairman | 2005–2007 | Governance leadership at public tech firm |
| Genius Products Inc. (Nasdaq) | Director | 2004–2005 | Public company board experience |
| Intelligent Energy, PLC | Former Chairman | N/A | Alternative energy expertise |
| Geothermal Resources Intl. (AMEX) | Former Chairman | N/A | Energy sector governance |
| Koo Koo Roo, Inc. | Director | 1997–1998 | Restaurant concept experience |
| CytRx | Former Director | N/A | Biopharma exposure |
| University of Southern California | Trustee | 2005–2010 | Institutional governance |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Virco Manufacturing Corporation (Nasdaq) | Lead Director | 2016–2023 | Public company governance leadership |
| Navidea Biopharmaceuticals (NYSE) | Chairman | 2021–2023 | Chair role in biopharma |
Board Governance
- Independence: The Board determined Cappello is an “independent director” under Nasdaq rules .
- Committee assignments: Audit Committee member (financial expert) and Compensation Committee Chair; signs the Audit Committee Report and Compensation Committee Report .
- Attendance: Board held 11 meetings in fiscal 2024; all directors attended ≥75% of Board/committee meetings. All directors attended the 2024 annual meeting except Cappello, who was unable to attend due to a Company administrative error (not director-related) .
- Executive sessions: Independent directors held three executive sessions without management in fiscal 2024 .
- Compensation interlocks: No Compensation Committee member (including Cappello as Chair) had relationships requiring disclosure under Item 404 in fiscal 2024 .
Fixed Compensation
| Component (Program) | Fiscal 2023 | Fiscal 2024 |
|---|---|---|
| Annual cash retainer | $100,000 | $100,000 |
| Annual equity grant or cash in lieu | $115,000 | $130,000 |
| Lead Director fee | $25,000 | $25,000 |
| Audit Chair fee | $15,000 | $15,000 |
| Compensation Chair fee | $12,500 | $12,500 |
| Governance Chair fee | $10,000 | $10,000 |
| Cappello – Fiscal 2024 | Amount ($) |
|---|---|
| Cash fees (retainer + chair fee) | $112,500 |
| Stock awards (fully vested shares) | $130,000 |
| Total | $242,500 |
- No separate meeting fees; directors may defer fees/equity into the Executive Savings Plan (no Company match for directors); dining privileges and reasonable expense reimbursement are provided .
Performance Compensation
| Element | Structure | Fiscal 2024 Detail |
|---|---|---|
| Annual director equity | Fully vested common shares granted after annual meeting (or cash election if ownership guidelines met) | Value determined by $130,000 divided by closing price on grant date; Cappello received $130,000 stock award |
| Options/RSUs outstanding at YE | None for non-employee directors | No stock options or restricted stock held as of fiscal year-end 2024 |
- Director pay is not tied to operational performance metrics; equity grants are time-vested as fully vested shares, not performance-based .
Other Directorships & Interlocks
| Relationship Type | Disclosure |
|---|---|
| Related-party transactions | None reportable with related persons since the beginning of fiscal 2024 |
| Hedging/pledging | Prohibited for directors; no margin accounts or pledges allowed |
| Service on competing/supplier/customer boards | Not disclosed; no Item 404 transactions reported |
Expertise & Qualifications
- Audit committee financial expert designation; deep executive management and financial background; international business and corporate governance expertise spanning multiple industries, including energy and restaurants .
Equity Ownership
| Holder | Shares | Notes |
|---|---|---|
| Alexander L. Cappello (beneficial ownership) | 16,698 | Includes 16,520 shares held by Maricopa Capital LLC (Cappello sole shareholder) and 178 held by children for whom spouse acts as custodian; less than 1% of outstanding shares |
| Unvested/vested breakdown | N/A | Non-employee directors held no options or restricted stock outstanding at FY2024 year-end |
| Ownership guidelines | 4× annual cash fee ($400,000) required within 5 years of appointment; value includes unvested RS/RSUs but not options; compliance status not specifically disclosed per-director | |
| Hedging/pledging | Prohibited by policy; no margin or pledging allowed |
Board Governance (context and shareholder signals)
| Item | 2024 | 2025 |
|---|---|---|
| Say‑on‑Pay approval | ~98% approval (advisory) | Votes: For 36,305,080; Against 229,200; Abstain 190,351; Broker Non‑Votes 5,620,304 |
| Director election – Cappello | N/A | For 34,851,046; Against 1,755,084; Abstain 118,501; Broker Non‑Votes 5,620,304 |
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair; Audit Committee financial expert; robust governance policies (clawback, stock ownership, anti-hedging/pledging); strong shareholder support for executive compensation (98% in 2024; 2025 votes significantly in favor) .
- Engagement/attendance: ≥75% meeting attendance; missed 2024 annual meeting due to Company administrative error (not attributable to director) .
- Alignment: Receives mix of cash retainer and fully vested stock; no options or unvested equity outstanding reduce potential for misaligned incentives; subject to ownership guidelines .
- Conflicts: No related‑party transactions reported; policy requires Audit Committee review and approval of any related‑person transactions; hedging/pledging barred, reducing misalignment risk .
- Compensation program changes: Director annual equity grant increased from $115,000 (2023) to $130,000 (2024) while cash retainer remained $100,000; Compensation Chair fee $12,500; indicates modest shift toward equity while maintaining competitive market alignment .