Matthew Clark
CHEESECAKE FACTORYAbout Matthew E. Clark
Matthew E. Clark is Executive Vice President and Chief Financial Officer (Named Executive Officer) of The Cheesecake Factory Incorporated. His 2024 total compensation was $2,461,193, reflecting a pay mix with substantial performance-based components tied to adjusted EBITDAR, strategic goals, and multi-year equity metrics . Company performance in 2024 included record revenue of $3.58 billion (+4.1% YoY), EBITDA of $283 million and adjusted EBITDA of $329 million, underscoring operational execution and scale benefits . Executives’ long-term incentives emphasize three-year performance conditions on revenue growth, adjusted EPS, and adjusted controllable profit, aligning with shareholder value creation .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $576,942 | $601,154 | $624,731 |
| All Other Compensation ($) | $11,583 | $17,034 | $19,169 |
Details of 2024 “All Other Compensation” for Clark: Automobile program $16,249, life insurance $2,920; total $19,169 .
Performance Compensation
Annual Cash Incentive (Performance Incentive Plan)
| Item | Design/Target | 2024 Actual |
|---|---|---|
| Target Bonus as % of Salary | 80.0% of base salary | n/a |
| Plan Metrics | 75% adjusted EBITDAR; 25% strategic goals (two half-year periods for EBITDAR) | n/a |
| Adjusted EBITDAR Achievement (Company) | Threshold 75% pays 25%; Max 115% pays 150% | H1: 102.2% → 103.0% payout; H2: 105.5% → 112.0% payout; Overall EBITDAR payout: 107.5% |
| Strategic Goals Achievement (Company) | 0–100% of target based on goal attainment | 98.0% payout |
| Clark’s Bonus ($) | Target $492,000 | Actual $517,215 (105.1% of target) |
Long-Term Equity Incentives (2024 Grants)
| Grant Type | Grant Date | Shares/Options | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Non-qualified Stock Options | 02/15/2024 | 52,230 | $34.91 | 20% per year over 5 years | $650,054 |
| Performance-Based Restricted Stock | 02/15/2024 | 18,620 (target) | n/a | Earned based on three-year goals; then 60% at year 3, 20% at years 4 and 5 | $650,024 |
Performance metrics and weighting for 2024 PBRS: Total annual revenue growth (1/3), adjusted annual EPS (1/3), adjusted annual controllable profit (1/3), measured over fiscal years 2024–2026 with earnout range 60–150% .
Multi-Year Compensation (Summary)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $1,200,148 | $625,702 | $650,024 |
| Option Awards ($) | — | $625,013 | $650,054 |
| Non-Equity Incentive Comp ($) | $326,289 | $416,128 | $517,215 |
| Total Compensation ($) | $2,114,962 | $2,285,031 | $2,461,193 |
Option exercises and stock vesting in 2024: Clark had zero option exercises and 17,324 shares vesting (value realized $615,296) .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 213,348 shares (includes 30,538 unvested restricted shares; 39,856 held directly; 142,954 options exercisable within 60 days) |
| Ownership as % of Shares Outstanding | <1% (asterisk in proxy) |
| Stock Ownership Guidelines | Executive Vice President multiple = 2x salary; compliance calculated annually |
| Compliance Status | All Named Executive Officers, including Clark, are in compliance as of 2024 year-end |
| Hedging/Pledging | Company prohibits hedging, short sales, puts/calls, margin accounts, and pledging of Company stock |
Outstanding awards context: As of March 24, 2025, Clark’s cumulative grants under plans totaled 208,570 options and 77,988 restricted shares across years .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Term | Initial term ≈1 year; auto-renews annually unless notice given ≥90 days prior to expiration |
| Severance (No CIC) | Cash severance = 1× current annual base salary; pro-rata annual bonus; 12 months health benefits; vesting acceleration for awards scheduled within 24 months (performance awards remain subject to achievement); vested equity generally exercisable 24 months; 36 months if retirement with 20 continuous years |
| Change-in-Control | Double-trigger: if terminated without cause or for good reason within 18 months post-CIC, same severance as above; automatic full vesting only if awards are not continued/assumed/replaced |
| Restrictive Covenants | Confidentiality, non-compete, and non-solicit; whistleblower protections explicitly authorized |
| Clawback | Comprehensive clawback policy compliant with SEC/Nasdaq; recoupment for restatements, with discretion to recoup all bonus/equity for fraud or intentional misconduct (prior three years) |
Potential Payments (As of 12/31/2024)
| Scenario | Cash Severance ($) | Pro-Rata Bonus ($) | Equity Acceleration Intrinsic Value ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|
| CIC – Awards Assumed/Continued; No Termination | — | — | — | — | — |
| CIC – Awards Not Assumed/Continued | — | — | 6,216,640 | — | 6,216,640 |
| Termination w/o Cause or Constructive Termination within 18 months of CIC | 615,000 | 517,215 | 6,216,640 | 16,498 | 7,365,353 |
| Permanent Disability | 615,000 | 517,215 | 6,216,640 | 16,498 | 7,365,353 |
| Death | 615,000 | 517,215 | 6,216,640 | 16,498 | 7,365,353 |
| Termination w/o Cause (No CIC) or Constructive Termination | 615,000 | 517,215 | 3,367,728 | 16,498 | 4,516,441 |
| Termination with Cause or Voluntary (Including Retirement) | — | — | — | — | — |
Notes: Equity acceleration values computed per SEC methodology at $47.44 share price on 12/31/2024, with performance shares assumed at target .
Deferred Compensation
| Item | Amount |
|---|---|
| Executive Contributions (2024) | $0 |
| Company Contributions (2024) | $0 |
| Aggregate Earnings (2024) | $73 |
| Aggregate Balance at 12/31/2024 | $2,865 |
Compensation Structure & Governance Signals
- 2024 program adjustments increased target bonus opportunities by 5% for NEOs (except CEO +15%) and reverted LTI metrics to include adjusted EPS, reflecting linkage to stockholder returns .
- Emphasis on performance pay: Clark’s annual bonus driven 75% by adjusted EBITDAR and 25% by strategic goals; LTI split 50% performance-based restricted stock and 50% options per his election .
- Strong governance: No hedging/pledging, no option repricing without shareholder approval, no excise tax gross-ups, minimum one-year vesting, dividends not paid on unvested awards; independent advisor FW Cook supports pay design .
- 2024 say-on-pay approval was ~98%, indicating broad shareholder support for the compensation program .
Investment Implications
- Alignment: Clark’s pay is closely tied to adjusted EBITDAR outcomes and three-year performance on revenue growth, adjusted EPS, and controllable profit, incentivizing durable margin improvement and cash generation .
- Retention vs. selling pressure: Extensive unvested and performance-tied equity (plus option vesting over five years) suggests retention incentives; Clark had zero option exercises in 2024 while realizing value from vesting restricted shares . Prohibitions on hedging/pledging reduce misalignment risk .
- Change-in-control economics: Double-trigger framework with meaningful equity acceleration could create event-driven compensation leverage; however, absence of tax gross-ups and stringent clawback mitigate shareholder-unfriendly outcomes .
- Performance linkage: With 2024 company revenue and EBITDA growth and multi-year metrics including adjusted EPS, Clark’s incentives align with drivers of stock performance and valuation multiples in casual dining .