Benjamin Felt
About Benjamin Felt
Benjamin Felt, age 39, has served as an independent director of CAVA since November 2018. He is a Managing Director at The Invus Group (joined 2009), previously was a management consultant at The Boston Consulting Group (2007–2009), and serves as Board President of The Door, a New York City social services non-profit; he holds a B.A. in Economics from Yale University . The Board has affirmatively determined he is independent under NYSE rules . He is standing for re‑election as a Class II director at the 2025 Annual Meeting for a three‑year term ending in 2028, if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Invus Group, LLC | Managing Director | 2009–present | Private equity investing experience; consumer sector strategy |
| The Boston Consulting Group | Management Consultant | 2007–2009 | Corporate strategy background |
External Roles
| Organization | Type | Role | Tenure/Notes |
|---|---|---|---|
| Various Artal/Invus portfolio companies | Private companies | Director | Boards of multiple private portfolio companies (not individually listed) |
| The Door (NYC) | Non-profit | Board President | Current |
Board Governance
- Committee assignments and roles:
- People, Culture and Compensation Committee (member) .
- Independence: Board determined Felt qualifies as “independent” under NYSE rules; PCC members (including Felt) are independent under NYSE and SEC standards .
- Attendance: In fiscal 2024, the Board met 4 times; Audit Committee 8; People, Culture and Compensation Committee 5; Nominating, Governance and Sustainability Committee 4; each director attended at least 75% of meetings of the Board and the committees on which they served .
- Election cycle: Class II director up for election at the 2025 Annual Meeting; nominees (including Felt) to serve through 2028 if elected .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Board Cash Retainer | $75,000 (policy) | $75,000 (policy) |
| Committee Membership Fee (PCC member) | $7,500 (policy) | $7,500 (policy) |
| Fees Earned or Paid in Cash (actual) | $43,771 | $82,500 |
| Annual RSU Grant Value (policy) | $110,000 | $110,000 (2024 policy); increased to $150,000 effective Jan 1, 2025 |
| Stock Awards (actual) | $110,000 | $120,545 |
Notes:
- RSUs vest on the first anniversary of grant or the business day immediately preceding the next Annual Meeting; unvested RSUs vest in full upon a change in control .
- Chair and committee chair cash retainers increased effective January 1, 2025 (PCC Chair to $20,000), though non‑chair committee member fees were unchanged; annual director equity grant increased to $150,000 beginning in 2025 .
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Option Awards | $0 (Felt) | $0 (Felt) |
| Non-Equity Incentive Compensation | $0 (Felt) | $0 (Felt) |
| Performance Metrics tied to director pay | None disclosed for directors; RSUs are time‑based (cliff vest) |
- Clawback policy: Company maintains a Dodd‑Frank compliant incentive compensation clawback policy for executive officers; committee oversees clawback policy establishment, but the proxy references the policy’s application to executive officers specifically .
- Equity grant practices: No timing around MNPI; option exercise prices set at the NYSE closing price on grant date .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Felt |
| Compensation Committee Interlocks | In FY 2024, Compensation Committee members were independent; no member was an officer/employee; related‑party transactions involving Mr. Shaich (a prior committee member) disclosed elsewhere; none cited for Felt . |
| Independent compensation consultant | Pearl Meyer retained; assessed independent; performs no other company work . |
Expertise & Qualifications
- Private equity investing and consumer-sector strategy experience; corporate strategy background (BCG) .
- Education: B.A. in Economics, Yale University .
Equity Ownership
| Snapshot Date | Shares Beneficially Owned (Outstanding) (#) | Shares Beneficially Owned (Right to Acquire within 60 days) (#) | Total Shares Beneficially Owned (#) | % of Common Stock |
|---|---|---|---|---|
| April 22, 2024 | 0 | 5,000 | 5,000 | <1% |
| April 21, 2025 | 5,000 | 1,307 | 6,307 | <1% |
- Group holdings: All executive officers and directors as a group held 7,807,589 shares (6.8%) as of April 21, 2025 .
- Hedging/pledging: Company prohibits hedging; pledging requires pre‑clearance by the Chief Legal Officer; approvals based on facts/circumstances (percentage pledged, financial capacity) .
- No pledging by Felt is disclosed, and anti‑hedging applies company‑wide .
Governance Assessment
- Board effectiveness and engagement: Felt serves on the People, Culture and Compensation Committee and participates in oversight of CEO and executive compensation, equity programs, stock ownership guidelines, succession planning, and compensation risk review; the committee uses an independent consultant (Pearl Meyer) .
- Independence and attendance: Formally determined independent; directors met attendance expectations (≥75% participation) across fiscal 2024 meetings, supporting committee functioning and oversight continuity .
- Alignment and incentives: Director pay mix combines modest cash retainers with annual RSUs; Felt’s 2024 mix was $82,500 cash and $120,545 equity; RSUs are time‑based with change‑in‑control acceleration, standard for director compensation; no performance‑linked director incentives disclosed .
- Ownership “skin‑in‑the‑game”: Felt’s beneficial ownership is <1% (6,307 shares total in 2025), consistent with typical independent director holdings but limited in absolute alignment; company‑wide anti‑hedging and controlled pledging mitigate misalignment risks .
- Potential conflicts/related‑party exposure: Felt’s Invus affiliation coincides with significant historical holdings by Artal/Invus entities (e.g., Artal Participations reported 9,507,990 shares as of Dec 31, 2024); however, Board determined independence and the Audit Committee must approve any related‑person transactions under a formal policy; no related‑party transactions involving Felt are disclosed .
RED FLAGS to monitor:
- Group influence: Multiple directors affiliated with Invus/Artal may signal concentrated shareholder influence; continued Audit Committee oversight of related‑party transactions is important .
- Change‑in‑control RSU acceleration: Standard market practice, but it reduces retention risk in a sale scenario; monitor for any shifts toward guaranteed or non‑at‑risk director pay .
- Low absolute personal holdings: Less than 1% ownership; track progress under any director stock ownership guidelines once numeric thresholds are disclosed .