David Pittaway
CHEESECAKE FACTORYAbout David B. Pittaway
Independent director of The Cheesecake Factory (CAKE) since 2009; age 73. Serves as Audit Committee Chair and is designated an “audit committee financial expert” based on extensive experience in finance, investment banking, private equity, and compliance, including senior leadership roles at Castle Harlan and Branford Castle .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Castle Harlan, Inc. | Vice Chairman; Senior Managing Director; Senior Vice President; Secretary; Chief Compliance Officer | 1987–Present | Compliance leadership; SEC familiarity |
| Branford Castle, Inc. | Vice Chairman; Chief Compliance Officer | Oct 1986–Present | Compliance oversight |
| Branford Chain, Inc. | Director & Vice Chairman; Vice President & CFO | 1987–Present; 1987–1998 | Financial management |
| Donaldson, Lufkin & Jenrette, Inc. | VP Strategic Planning; Assistant to the President | 1985–1986 | Investment banking strategy |
| Caribbean Restaurants, Inc. | Director | 2004–2023 | Board oversight |
| TooJays Restaurants | Director | 2013–2020 | Board oversight |
| Colyar Technologies, Inc. | Director | 2019–2020 | Board oversight |
| Gold Star Foods, Inc. | Director | 2014–2019 | Board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shelf Drilling, Inc. (OSLO) | Director | 2015–Present | Current public company board |
| Bravo Brio Restaurant Group (Nasdaq) | Director | 2006–2018 | Prior public restaurant board |
| Morton’s Restaurant Group (NYSE) | Director | 1988–2012 | Prior public restaurant board |
| McCormick & Schmick’s (Nasdaq) | Director | 1994–1997; 2002–2009 | Prior public restaurant board |
| Dave & Buster’s, Inc. (Nasdaq) | Director | 2003–2006 | Prior public restaurant board |
| Statia Terminals Group N.V. (Nasdaq) | Director | 1999–2002 | Prior public company board |
| University of Kansas Endowment Association | Audit Committee member | N/A | Financial oversight role |
| Armed Forces Reserve Family Assistance Fund | Director & Co-founder | N/A | Non-profit leadership |
Board Governance
- Committee assignments: Audit Committee Chair; designated audit committee financial expert .
- Independence: Board determined Pittaway is an independent director under Nasdaq rules .
- Attendance and engagement: In fiscal 2024, the Board held 11 meetings and Independent Directors held 3 executive sessions; all directors attended at least 75% of aggregate Board/committee meetings. Directors were present at the 2024 annual meeting except Alexander Cappello (administrative error) .
- Audit Committee remit includes oversight of financial reporting, internal controls, auditor independence, and approval of related-party transactions under Item 404 policies .
Committee Assignments (as of proxy date)
| Board Member | Audit Committee | Compensation Committee | Governance Committee |
|---|---|---|---|
| David B. Pittaway | Chair* | — | — |
| Note | *Audit committee financial expert designation |
Fixed Compensation
- Non‑employee director program (fiscal 2024): No meeting fees; annual cash fee $100,000; annual equity grant $130,000 (or monthly cash in lieu, subject to ownership guideline), Lead Director fee $25,000; Audit Chair fee $15,000; Compensation Chair $12,500; Governance Chair $10,000; minimal perquisites; eligibility to defer fees/equity into Executive Savings Plan (no company match) .
2024 Actual Compensation – David B. Pittaway
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $180,000 | Includes base and chair fees |
| Stock awards (grant-date fair value) | $65,000 | Fully vested shares; valued per ASC 718 |
| Total | $245,000 |
- None of the non-employee directors held stock options or restricted stock as of fiscal year-end 2024 .
Performance Compensation
- Director equity grants are fully vested at grant; directors do not receive performance-based bonus metrics. Awards under the Stock Incentive Plan are subject to minimum vesting (generally ≥1 year; for directors, until next annual meeting but ≥50 weeks), clawback, no dividends on unvested awards, no repricing, no excise tax gross-ups, and change-in-control treatment requiring continuation/assumption or termination with defined vesting standards (no automatic single-trigger) .
Company Incentive Metrics (used for executive incentives; directors not tied to these)
| Metric | Description/Use |
|---|---|
| Adjusted EBITDAR | Key financial performance measure for incentives |
| Revenue growth | Incentive performance measure |
| Adjusted annual EPS | Incentive performance measure |
| Adjusted annual controllable profit | Incentive performance measure |
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Shelf Drilling (OSLO) | Energy services | Director (2015–Present) | No CAKE sector overlap disclosed |
| Historical: Bravo Brio, Morton’s, McCormick & Schmick’s, Dave & Buster’s, Statia Terminals | Restaurants/Industrial | Director (various years) | Historical restaurant exposure; no current competitor board seats disclosed |
- The Board prohibits hedging/short sales/derivatives and pledging/margin accounts for directors, mitigating alignment risks from collateralized shares .
Expertise & Qualifications
- Audit committee financial expert designation (Item 407(d)(5)(ii)), with deep finance, investment banking, private equity, and compliance experience; familiarity with SEC regulations; prior service on public restaurant audit committees .
Equity Ownership
Beneficial Ownership (as of March 24, 2025)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| David B. Pittaway | 20,503 | * (<1%) |
- Options/RSUs outstanding for non-employee directors at FY2024 year-end: None .
- Stock ownership guidelines: Independent directors must hold shares with fair market value ≥4x annual cash fee ($400,000 as of fiscal 2024); newly appointed directors have 5 years to comply. Directors not meeting guidelines are ineligible for cash in lieu of equity; fully vested equity awarded until compliant .
- Prohibitions: Hedging, short sales, derivative trading, margin accounts, and pledging are prohibited for directors .
Selected Insider Trades (public sources)
| Date | Security | Action | Shares | Price | Source |
|---|---|---|---|---|---|
| Mar 8, 2022 | CAKE | Acquisition | 500 | ~$34.51 (cost ~$17,255) | |
| May 30 (year per filing) | CAKE | Form 4 filed; details noted | — | — | |
| Feb 23, 2022 | CAKE | SEC Form 4 (filing meta) | — | — | |
| Various summaries | CAKE | Insider trade summaries | 200 sh @ $47.51; 400 sh @ $58.22 | — |
Note: Specific share counts/prices are as reported by the cited sources; refer to the linked SEC filings for definitive records.
Governance Assessment
-
Strengths:
- Independent director; Audit Committee Chair with “financial expert” designation—robust oversight of financial reporting and related-party review .
- Clear prohibitions on hedging/pledging; director compensation capped and aligned with best practices; clawback and anti-repricing features support shareholder-friendly governance .
- No related-party transactions requiring disclosure since the beginning of fiscal 2024 .
- Board engagement: frequent meetings, independent executive sessions; at least 75% attendance for all directors .
-
Watch items:
- Variability in director equity grant values (Pittaway received $65,000 in 2024 vs $130,000 program benchmark) without narrative explanation in the proxy; continued monitoring of equity/cash mix advisable for alignment signals .
- Long tenure can enhance continuity but may warrant periodic independence and effectiveness assessments; Board includes Lead Director structure to mitigate combined Chair/CEO risks .
Shareholder Support Signal
- 2024 director election results disclosed via Item 5.07 filing indicate broad support levels for nominees, including David B. Pittaway (votes reported among nominees) .
RED FLAGS
- None disclosed for related-party transactions, hedging/pledging, option repricing, or excise tax gross-ups .