Janice Meyer
CHEESECAKE FACTORYAbout Janice L. Meyer
Janice L. Meyer, age 65, has served as an independent director of The Cheesecake Factory Incorporated since 2020. She brings over 30 years of restaurant investment experience, is designated by the Board as an “audit committee financial expert,” and currently serves on the Audit Committee. Her prior roles include Managing Director in Morgan Stanley’s investment banking division and Senior Restaurant Analyst/Managing Director at Donaldson, Lufkin & Jenrette (later Credit Suisse). She is also Co‑Founder and Managing Partner of Rellevant Partners, a private equity firm, and a director at Tillster, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rellevant Partners (private equity) | Co‑Founder and Managing Partner | 2019–Present | Restaurant-focused investing background cited by Board |
| Morgan Stanley (NYSE) | Managing Director, Investment Banking | 2008–2010 | Capital markets and advisory expertise |
| DLJ / Credit Suisse (NYSE) | Managing Director & Senior Restaurant Analyst, Equity Research | 1998–2008 | Deep sector expertise; foundational to “audit committee financial expert” designation |
| Tillster, Inc. (food ordering/delivery tech) | Director | 2007–Present | Technology and digital ordering exposure |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Tillster, Inc. | Private | Director | Ongoing board role since 2007 |
| Rellevant Partners | Private equity | Co‑Founder and Managing Partner | Restaurant investment focus |
Board Governance
- Committee assignments: Audit Committee Member; not a chair. The Audit Committee is chaired by David B. Pittaway; Compensation Committee is chaired by Alexander L. Cappello; Governance Committee is chaired by Jerome I. Kransdorf.
- Financial expert: The Board designated Meyer (with Pittaway and Cappello) as an “audit committee financial expert.”
- Independence: The Board determined Meyer is independent under Nasdaq rules.
- Attendance: In fiscal 2024, the Board held 11 meetings and independent directors held 3 executive sessions; all current directors attended at least 75% of aggregate Board/committee meetings. All directors attended the 2024 annual meeting except Cappello (administrative error).
Fixed Compensation
Non-employee director compensation – fiscal 2024 actuals and program terms.
| Item | Amount / Policy |
|---|---|
| Annual Board cash fee (standard) | $100,000 |
| Annual equity grant (fully vested common shares) or cash in lieu (if ownership guideline met) | $130,000 |
| Chair retainers | Audit $15,000; Compensation $12,500; Governance $10,000 |
| Meeting fees | None (no separate board meeting fees) |
| Deferred compensation | Eligible to defer director fees/equity into non-qualified plan (no company match) |
| Hedging/pledging | Prohibited for directors and employees |
Director-specific (FY 2024):
| Name | Fees Earned (Cash) | Stock Awards (Grant Date Fair Value) | Total |
|---|---|---|---|
| Janice Meyer | $100,000 | $130,000 | $230,000 |
Notes: The stock award values reflect grant date fair value under ASC 718; 2024 non‑employee director awards were granted as fully vested shares immediately following the annual shareholders meeting unless cash in lieu was elected under the policy.
Performance Compensation
- Non-employee director pay is not tied to performance metrics; equity awards are fully vested shares at grant. No options or restricted stock were held by non-employee directors as of fiscal year-end 2024.
- The company’s executive incentive metrics (e.g., Adjusted EBITDAR, revenue growth, adjusted EPS, adjusted controllable profit) are disclosed for NEOs, not directors; these metrics do not apply to director pay.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Meyer |
| Other roles highlighting interlocks/conflicts | Director at Tillster (technology vendor exposure context), but no related-person transactions were reportable in FY 2024+ |
| Independence and interlocks | Board confirms independence under Nasdaq; Compensation Committee interlocks are disclosed by the company generally; no related-person transactions to disclose since beginning of FY 2024 |
Expertise & Qualifications
- Audit committee financial expert; extensive restaurant industry and financial background recognized by the Board.
- 30+ years in restaurant investment and equity research; prior senior sell-side analyst coverage of the sector; private equity operating/investing experience.
- Technology/digital ordering exposure via Tillster directorship.
Equity Ownership
Beneficial ownership as of March 24, 2025 (company proxy):
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Janice L. Meyer | 18,045 | <1% | All shares held directly |
Ownership alignment and risk controls:
- Director ownership guideline: 4x annual cash fee; for independent directors, minimum equal to $400,000 as of end of fiscal 2024; new directors have five years to comply.
- Hedging and pledging: Prohibited for directors and employees (no margin accounts or pledges).
- As of FY-end 2024, non-employee directors held no stock options or restricted stock; holdings are in fully vested shares.
Recent insider activity (Form 4s):
- 5/30/2024: Award of 3,380 fully vested stock units granted immediately following annual meeting; 18,045 shares beneficially owned after the transaction.
- 5/19/2022: Award of 3,772 fully vested stock units under the director compensation program.
- 5/22/2025: Stock Award (Grant) reported on Form 4 (filed 5/23/2025).
Governance Assessment
- Committee effectiveness: Meyer’s Audit Committee role and designation as an audit committee financial expert support the Board’s financial reporting oversight; she also co‑signs the Audit Committee report with the Chair.
- Independence and engagement: Independent under Nasdaq rules; Board/committee meeting attendance met the >75% threshold in FY 2024; independent directors held three executive sessions.
- Pay alignment: Standard director pay mix with meaningful equity in fully vested shares and a robust 4x cash retainer ownership guideline enhances alignment; hedging/pledging prohibitions reduce misalignment risk.
- Conflicts/related-party exposure: No related-person transactions requiring disclosure since the beginning of fiscal 2024; Audit Committee reviews/approves any related-person transactions under policy.
RED FLAGS: None disclosed. No attendance, interlock, related-party, hedging/pledging, or option repricing concerns identified in the latest proxy.