David Gordon
CHEESECAKE FACTORYAbout David Gordon
David M. Gordon, age 60, is President of The Cheesecake Factory Incorporated. He joined the company in 1993 and progressed through General Manager, Area Director of Operations, Regional Vice President, and Chief Operating Officer roles before being appointed President in February 2013 . Company performance indicators relevant to his tenure include multi‑year pay‑versus‑performance disclosures: total shareholder return (value of $100 investment) rose to 134.32 in 2024, with Adjusted EBITDAR of $575 million and net income of $157 million . Management also reported record unit economics in 2025: Cheesecake Factory average annualized unit volumes approached ~$12.8 million in Q2 2025, with four‑wall margins at 18.5%, and Flower Child mature-unit margins reached 20.4% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Cheesecake Factory Incorporated | President | 2013–present | Leads operations across concepts; elevated unit volumes and margins alongside menu innovation initiatives . |
| The Cheesecake Factory Incorporated | COO; Regional VP; Area Director; General Manager | 1993–2013 | Field and corporate operating leadership prior to appointment as President . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Cheesecake Factory Oscar & Evelyn Overton Charitable Foundation | Director | Not disclosed | Company-affiliated foundation directorship . |
Fixed Compensation
Summary Compensation (SCT) – David M. Gordon
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary (SCT) | 758,538 | 746,539 | 813,943 |
| Stock Awards (grant-date FV) | 1,323,342 | 1,400,149 | 1,087,796 |
| Option Awards (grant-date FV) | — | — | 362,552 |
| Non-Equity Incentive Plan Compensation (Bonus paid) | 439,632 | 559,500 | 692,511 |
| All Other Compensation | 32,973 | 34,554 | 39,781 |
| Total | 2,554,485 | 2,740,742 | 2,996,583 |
2024 Fixed Pay Inputs
| Item | Value |
|---|---|
| Base Salary (annualized) | $775,000 (3.3% increase YoY) |
| Target Bonus as % of Salary | 85.0% (threshold 15.9%; max 116.9%) |
| Actual Cash Bonus Paid | $692,511 |
| 2024 “All Other” (perqs) | $39,781 (auto program $31,494; life insurance $5,757; executive physical $2,530) |
Performance Compensation
Annual Bonus Design (Corporate plan)
| Metric | Weighting | Notes |
|---|---|---|
| Adjusted EBITDAR | 75% | Company-wide financial performance driver . |
| Strategic Goals | 25% | 2024 strategic initiatives paid out at 98.0% . |
Long-Term Equity – 2024 Grants
| Grant Date | Award Type | Shares / Targets | Exercise Price | Grant-Date FV ($) |
|---|---|---|---|---|
| 2/15/2024 | Non-qualified Stock Options | 29,130 | 34.91 | 362,552 |
| 2/15/2024 | Performance-Vesting RSAs | Threshold 12,462; Target 20,770; Max 31,155 | — | 725,081 |
| 2/15/2024 | Time-Based RSAs | 10,390 | — | 362,715 |
LTIP Performance Metrics and Structure
- 2024 LTIP uses 50% performance shares tied equally to: total annual revenue growth, adjusted annual EPS, and adjusted annual controllable profit; and 50% in stock options and/or time-based restricted stock at the executive’s election .
- Metric update: shifted from adjusted sales per productive square foot back to adjusted EPS as a core LTIP metric in 2024 (pre‑pandemic reversion) .
- 2022–2024 PSU attainment: revenue growth 21% (62% payout on that metric), adjusted sales per productive sq. ft. $1,133 (100% payout), adjusted controllable profit 28% (73% payout); aggregate PSU earnout 78%; earned awards vest 60% at 3rd anniversary, 20% at 4th and 5th anniversaries, subject to service .
Option Exercises and Stock Vested (2024)
| Item | Quantity | Value ($) |
|---|---|---|
| Options exercised | 0 | — |
| Restricted stock vested | 20,164 | 714,738 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 24, 2025)
| Component | Amount |
|---|---|
| Total beneficial ownership | 216,313 shares; less than 1% of outstanding (*) |
| Restricted shares (unvested) | 61,654 |
| Shares held directly | 47,793 |
| Options exercisable within 60 days | 106,866 |
Notes
- Equity plan: if awards are not assumed in a change-in-control (CIC), outstanding awards vest immediately prior to CIC; otherwise, the plan uses a double‑trigger (qualifying termination post‑CIC) for acceleration .
- No excise tax gross‑ups for CIC benefits; “best‑net” approach applies (CEO example; NEO table shows no gross‑ups) .
- Clawback: company maintains a policy for recovery of erroneously awarded compensation (10‑K Exhibit 97.1) .
- Trading policy in place for insiders (governs purchases/sales of company securities) .
Non-Qualified Deferred Compensation (2024)
| Item | Gordon |
|---|---|
| Executive Contributions | — |
| Company Contributions | — |
| Aggregate Earnings/(Losses) | 200,276 |
| Withdrawals/Distributions | — |
| Aggregate Balance (12/31/2024) | 1,874,013 |
Employment Terms
| Term | Detail |
|---|---|
| Agreement term | Initial ~1‑year term; auto‑renews annually unless notice 90 days before expiration; salaries cannot be decreased unless proportionate across execs . |
| Severance (NEOs other than CEO) | Cash severance equal to 1× current base salary; pro‑rata annual bonus based on actual performance; 12 months of health benefits . |
| Equity upon qualifying termination | All installments scheduled to vest within 24 months from termination vest immediately; performance‑based awards remain subject to performance goal achievement . |
| Post‑termination option exercise window | Vested equity exercisable for 24 months (36 months for retirement with 20 years of service), subject to earlier expiry of award . |
| CIC treatment | Double‑trigger vesting upon qualifying termination within 18 months post‑CIC; if awards are not assumed/continued in a CIC, they fully vest immediately prior to the CIC . |
| Tax gross‑ups | None for CIC excise taxes . |
| Clawback | Compensation recovery policy filed (10‑K Exhibit 97.1) . |
Potential Payments Upon Termination or CIC (as of 12/31/2024) Assumptions per proxy: event on 12/31/2024; stock price $47.44; performance shares at target; bonus as earned for 2024 .
| Scenario | Cash Severance ($) | Pro‑Rata Bonus ($) | Equity Acceleration Intrinsic Value ($) | Health & Welfare ($) | Gross‑up ($) | Total ($) |
|---|---|---|---|---|---|---|
| Change in Control – no assumption/continuation of awards | — | — | 5,579,782 | — | — | 5,579,782 |
| Termination by Company without Cause or Constructive Termination within 18 months of CIC | 775,000 | 692,511 | 5,579,782 | 16,452 | — | 7,063,745 |
| Death | 775,000 | 692,511 | 5,579,782 | 16,452 | — | 7,063,745 |
| Permanent Disability | 775,000 | 692,511 | 5,579,782 | 16,452 | — | 7,063,745 |
| Termination by Company without Cause or Constructive Termination (no CIC) | 775,000 | 692,511 | 3,083,093 | 16,452 | — | 4,567,056 |
Compensation Committee, Consultant, Peer Group
- The Compensation Committee (independent directors) sets NEO pay and engaged FW Cook as its independent consultant for 2024; the Committee determined no consultant conflicts of interest .
- 2024 Executive Compensation Peer Group included (among others): BJ’s Restaurants, Bloomin’ Brands, Brinker International, Chipotle, Cracker Barrel, Darden, Dave & Buster’s, Denny’s, Dine Brands, Domino’s, Jack in the Box, Red Robin, Texas Roadhouse, Wendy’s, Hyatt Hotels, Wyndham Hotels .
Pay vs. Performance (Company-level metrics disclosed by CAKE)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return ($100 initial investment) | 96.26 | 103.24 | 86.27 | 94.62 | 134.32 |
| Peer Group TSR ($) | 126.30 | 122.95 | 97.86 | 116.21 | 139.43 |
| Net Income ($ millions) | (253) | 72 | 43 | 101 | 157 |
| Adjusted EBITDAR ($ millions) | 173 | 450 | 418 | 498 | 575 |
Investment Implications
- Alignment: High variable mix (70%+ of non‑CEO NEO pay is performance‑based) and 2024 bonus/PSU metrics tied to Adjusted EBITDAR, adjusted EPS, revenue growth, and controllable profit support pay‑for‑performance alignment . No CIC tax gross‑ups and double‑trigger vesting are shareholder‑friendly .
- Retention: One‑year auto‑renewing contracts with 1× salary cash severance plus pro‑rata bonus, 12 months of benefits, and 24‑month vesting catch‑up (for installments within 24 months) provide moderate retention scaffolding without excessive guarantees .
- Selling pressure signals: Gordon had no option exercises in 2024 and realized value only from RS vesting, suggesting limited immediate selling pressure; 2024 options (strike $34.91) were in‑the‑money at year‑end’s $47.44 reference price used for proxy valuations, creating future exercise potential subject to trading windows and policy .
- Performance execution: Commentary highlights record unit volumes and improved restaurant margins in 2025, continued menu innovation, and building rewards engagement—operational positives that can sustain incentive attainment and equity value realization if maintained .