Scarlett May
CHEESECAKE FACTORYAbout Scarlett May
Scarlett May (age 58) is Executive Vice President, General Counsel and Secretary of The Cheesecake Factory Incorporated. She joined CAKE in 2018 after serving as SVP, General Counsel and Secretary at Brinker International (2014–2018), and previously as SVP, Chief Legal Officer and Secretary at Ruby Tuesday following an earlier private practice career . In 2024, CAKE delivered record revenue of $3.58B (+4.1% YoY), net income of $156.8M (+55% YoY), diluted EPS of $3.20, and EBITDA of $283M (Adj. EBITDA $329M), supporting strong incentive outcomes for executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brinker International, Inc. | Senior Vice President, General Counsel & Secretary | 2014–2018 | Led corporate legal and governance for a scaled casual dining portfolio . |
| Ruby Tuesday, Inc. | Senior Vice President, Chief Legal Officer & Secretary | Not disclosed | Public-company CLO/Secretary experience; responsibilities included legal, compliance, and governance . |
| Private practice | Attorney | Not disclosed | Early legal career foundation prior to public company executive roles . |
External Roles
None disclosed in company filings .
Fixed Compensation
Multi-year compensation (as reported in Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 540,796 | 562,740 | 616,365 |
| Stock Awards ($) | 611,996 | 625,702 | 660,497 |
| Option Awards ($) | — | — | — |
| Annual Cash Incentive Paid ($) | 270,381 | 343,976 | 431,959 |
| All Other Compensation ($) | 16,939 | 23,896 | 31,213 |
| Total ($) | 1,440,112 | 1,556,314 | 1,740,034 |
Additional details:
- 2024 base salary rate: $587,000; target bonus opportunity: 70% of salary (threshold 13.1%, max 96.28%) .
- 2024 perquisites (examples): automobile program $16,859; life insurance $2,776; executive physical $2,200 .
- Deferred compensation: 2024 elective deferral $48,513; company match $9,378; year-end balance $100,063 .
Performance Compensation
Annual Incentive (2024)
Plan design for corporate executives (including May): 75% Adjusted EBITDAR (split 1H/2H) and 25% strategic initiatives; strategic portion capped at 100% .
| Component | Weight | Target/Threshold/Max | Actual FY2024 | Payout |
|---|---|---|---|---|
| Adjusted EBITDAR (H1) | 37.5% | $210.8/$281.1/$323.3m | $287.2m | 103% of component |
| Adjusted EBITDAR (H2) | 37.5% | $204.2/$272.2/$313.0m | $287.3m | 112% of component |
| Strategic Initiatives | 25.0% | Annual objectives | 98% achievement | 98% of component |
| Total (vs target) | 100% | — | — | 105.1% actual payout for May |
2025 plan maintains same structure .
Long-Term Incentives (2024 grants)
- Structure: 50% Performance-Based Restricted Stock (PSUs) with three equally weighted metrics over the 2024–2026 period: total annual revenue growth, adjusted annual EPS, and adjusted annual controllable profit; 50% Time-Based Restricted Stock (RSAs) (or options at executive election) .
- May’s 2024 grant: 9,460 performance-based shares and 9,460 time-based shares; grant-date value $660,497 .
- Vesting: RSAs vest 60% at year 3, 20% at years 4 and 5; earned PSUs (if any) vest 60% at year 3, 20% at years 4 and 5 after the 3-year performance period .
Historical performance LTI note:
- 2022–2024 PSU cycle earned at 78% of target based on the three goals; service vesting 60%/20%/20% thereafter .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 94,536 shares (includes 32,569 unvested restricted shares; 22,367 direct; and 39,600 options exercisable within 60 days), as of March 24, 2025 . |
| Ownership as % of outstanding | <1% . |
| Unvested awards | Unvested restricted shares included above; additional performance awards outstanding per equity tables . |
| Option exercises in 2024 | None; shares vested from restricted stock: 9,920 ($351,081 value) . |
| Stock ownership guidelines | Executive Vice President: 2x salary; all NEOs in compliance as of 12/31/2024 . |
| Hedging/pledging | Prohibited: no hedging, short sales, derivatives, margin or pledging of company stock . |
| Clawback | Comprehensive clawback compliant with SEC/Nasdaq; applies to bonus and equity; additional discretionary recoupment for fraud/misconduct-related restatements . |
Vesting schedule signals (selling pressure lens):
- 2022 RSAs: 60% vest on 2/10/2025, then 20% on 2/10/2026 and 2/10/2027, subject to service; similar schedules apply to 2023 (first vest 2/16/2026) and 2024 RSAs/PSUs (first vest 2/15/2027 for time-based; PSUs contingent on performance) .
Employment Terms
NEO Employment Agreement (applies to May):
- Term: one-year initial term, auto-renews annually unless notice is given; includes confidentiality, non-compete and non-solicit covenants; authorizes protected whistleblower disclosures .
- Severance (no CIC): if terminated without Cause, Constructive Termination, death or Permanent Disability → cash severance equal to 12 months base salary; pro-rata bonus based on actual performance; 12 months of company-paid health/welfare benefits; equity awards scheduled to vest within 24 months accelerate (performance awards subject to goal achievement); extended post-termination option exercise (generally 24 months) .
- Change-in-Control: double-trigger applies; if awards not assumed, they vest at target (or actual, if higher) immediately prior; if assumed, full vest on qualifying termination within 18 months post-CIC; no excise tax gross-ups (“best-net” applies separately to CEO; NEOs have similar 280G “best net” construct) .
Severance economics for Scarlett May (as of 12/31/2024 assumption):
| Component | CIC (awards not assumed) | Qualifying Termination within 18 months post-CIC | Death/Disability | Termination without Cause (no CIC) |
|---|---|---|---|---|
| Cash Severance ($) | — | 587,000 | 587,000 | 587,000 |
| Pro-Rata Bonus ($) | — | 431,959 | 431,959 | 431,959 |
| Intrinsic Value of Equity Acceleration ($) | 2,602,843 | 2,602,843 | 2,602,843 | 1,345,778 |
| Health & Welfare Benefits ($) | — | 23,589 | 23,589 | 23,589 |
| Gross-up on Excise Tax | — | — | — | — |
| Total ($) | 2,602,843 | 3,645,391 | 3,645,391 | 2,388,326 |
Compensation Structure Observations
- Mix emphasizes at-risk pay: 70%+ of NEO target direct compensation is performance-based; LTI uses multi-year PSU metrics (revenue growth, adjusted EPS, controllable profit) plus long vesting for retention and alignment .
- Annual bonus tied primarily to Adjusted EBITDAR; 2024 corporate payout achieved 105.1% of target for May on strong 1H/2H EBITDAR performance and 98% strategic results .
- Governance features: no option repricing without shareholder approval; no single-trigger acceleration; no hedging/pledging; stock ownership requirements in compliance; robust clawback .
Risk Indicators & Red Flags (as disclosed)
- Hedging/pledging prohibited (reduces misalignment risk) .
- No excise tax gross-ups; no option repricing (shareholder-friendly) .
- Related party transactions: none reportable since beginning of fiscal 2024 .
- Strong say-on-pay: ~98% approval in 2024 (supportive of program design) .
Equity Compensation Footprint and Potential Selling Pressure
- Outstanding equity exposure: 32,569 unvested restricted shares and 39,600 options exercisable within 60 days (as of 3/24/2025) .
- Near-term vesting “lumps”: 2022 RSAs vesting 60% in Feb 2025; 2023 RSAs first tranche in Feb 2026; 2024 RSAs/PSUs first tranche in Feb 2027 (PSUs performance-contingent), which could modestly increase available tradable float upon vest/settlement subject to trading policies and 10b5-1 plans .
Investment Implications
- Alignment: High—multi-year PSUs on revenue growth, adjusted EPS, and controllable profit, long vesting schedules, ownership guidelines compliance, and prohibitions on hedging/pledging support shareholder alignment .
- Retention Risk: Moderate-to-low—material unvested equity (and accelerated vest only under double-trigger or non-assumption) plus one-year auto-renew employment agreement and standard severance protect continuity; severance is 1x salary plus pro-rata bonus, not excessive .
- Trading Signals: 2024 showed no option exercises by May and modest RSA vesting; upcoming 60% tranches (2025/2026/2027) may create periodic supply but mitigated by trading policy constraints and typical 10b5-1 usage; monitor future Form 4s around vest dates .
- Pay-for-Performance: 2024 corporate outperformance on EBITDAR and strong revenue/earnings drove 105.1% bonus funding; structure is sensitive to operating leverage and traffic trends, aligning incentives with profitability trajectory .