Brett Schulman
About Brett Schulman
Brett Schulman is Co-Founder, President, and CEO of CAVA and has served on the Board since 2010; he is 53 and holds a B.A. from the University of Maryland . Under his leadership, 2024 performance included 35.1% revenue growth to $954.3 million, 71.0% adjusted EBITDA growth to $126.2 million, and restaurant-level margins of 25.0% . The company highlighted an 86.8% increase in shareholder value from IPO to fiscal year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Snikiddy Snacks | Partner; Chief Operating Officer | Partner 2006–2015; COO 2006–2010 | Operational leadership at a nationally distributed snack brand |
| Deutsche Bank Alex. Brown (and predecessor Alex. Brown) | Various financial positions including Vice President | Not disclosed | Capital markets and finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list other public company boards for Schulman |
Fixed Compensation
Multi-year compensation for Brett Schulman:
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 618,000 | 647,362 | 650,000 |
| Stock Awards | 1,158,746 | 7,544,150 | — |
| Option Awards | 385,959 | 7,544,150 | — |
| Non-Equity Incentive Plan Compensation | 365,006 | 1,300,000 | 1,259,700 |
| All Other Compensation | 5,692 | 25,267 | 14,518 |
| Total | 2,602,928 | 17,060,929 | 1,924,218 |
Perquisites detail (FY 2024):
- 401(k) match $692, life insurance premiums $4,650, benefits discount $2,976, executive physical $4,200, executive cybersecurity $2,000 .
Performance Compensation
Annual incentive design and outcomes (FY 2024):
| Metric | Weighting (%) | Threshold 25% payout ($) | Target 100% payout ($) | Maximum 200% payout ($) | Actual ($) | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 67 | 75,605,000 | 88,947,000 | 123,626,000 | 126,248,000 | 200% |
| Revenue | 33 | 779,607,000 | 866,230,000 | 996,165,000 | 963,713,000 | 175% |
| Total – Company Performance | — | — | — | — | — | 192% |
CEO annual bonus (FY 2024):
| Executive | Target (%) | Target ($) | Actual ($) |
|---|---|---|---|
| Brett Schulman | 100% | 650,000 | 1,259,700 |
Key design features:
- Company performance drives 75% of payout, individual performance drives 25%; 2024 metrics were Adjusted EBITDA (67%) and Revenue (33%) .
- CEO individual performance rating was 200% of target; other NEO ratings varied by role .
Equity Ownership & Alignment
Beneficial ownership (as of April 21, 2025):
| Holder | Shares Outstanding (#) | Right to Acquire ≤60 days (#) | Total Beneficial (#) | % Outstanding |
|---|---|---|---|---|
| Brett Schulman | 1,232,929 | 834,211 | 2,067,140 | 1.8% |
Outstanding awards (as of Dec 29, 2024) – selected CEO positions:
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| 2/22/2018 | Options | 26,380 | — | 2.66 | 2/22/2028 | — | — |
| 1/25/2019 | Options | 385,798 | — | 7.56 | 1/25/2029 | — | — |
| 2/6/2019 | Options | 14,619 | — | 2.94 | 2/6/2029 | — | — |
| 1/1/2021 | RSUs | — | — | — | — | 29,841 | 3,412,915 |
| 5/10/2022 | Options/RSUs | 64,902 | 64,905 | 6.75 | 5/10/2032 | 85,833 | 9,816,720 |
| 4/3/2023 | Options/RSUs | 12,447 | 37,431 | 9.58 | 4/3/2033 | 18,156 | 2,076,502 |
| 6/14/2023 | Options (CEO IPO Award) | 129,425 | 517,698 | 22.00 | 6/14/2033 | — | — |
| 6/15/2023 | RSUs (CEO IPO Award) | — | — | — | — | 265,909 | 30,412,012 |
Vesting schedules and trading flow:
- CEO IPO Award granted June 2023 as 50% RSUs (332,386 total) and 50% options (647,123 total); vests in five equal annual installments starting June 14, 2024, subject to continued employment .
- 2024 exercises/vestings: 475,557 shares acquired on option exercise (value realized $64,675,118) and 155,709 RSUs vested (value realized $9,983,218) .
- Company stock ownership guidelines: CEO 5x base salary; as of Dec 31, 2024, each NEO/director met or was on a satisfactory path to meet guidelines .
- Hedging prohibited; pledging requires pre-clearance by Chief Legal Officer .
- Clawback: Dodd-Frank compliant incentive compensation recovery policy, regardless of fault, for restatements .
Employment Terms
Key CEO agreement terms (Amended & Restated CEO Agreement, effective June 20, 2023):
- Base salary and bonus target/max: $650,000 base; bonus target 100%, max 200%, threshold 50% .
- Ongoing LTIs: starting in 2026, annual LTI grants with grant date value $2,925,000 (mix determined by committee) .
- Severance (qualifying termination): unpaid prior-year bonus; 18 months salary continuation; pro-rated bonus based on actual performance; up to 18 months COBRA .
- Post-termination covenants: non-compete for one year, non-solicit for two years, perpetual confidentiality .
Change-of-control and equity acceleration:
- CEO IPO Award fully vests if not assumed at change-in-control, or upon qualifying termination after change-in-control (double trigger), otherwise continues .
- Other NEO IPO awards vest upon qualifying termination in connection with or within 18 months post change-in-control .
Estimated payouts if triggered on Dec 29, 2024:
| Executive | Termination Type | Severance ($) | Benefits ($) | Equity Acceleration ($) |
|---|---|---|---|---|
| Brett Schulman | Death/Disability | 1,259,700 | — | — |
| Brett Schulman | Without Cause/Good Reason | 2,234,700 | 11,418 | — |
| Brett Schulman | Without Cause/Good Reason in Change-of-Control | 2,234,700 | 11,418 | 78,231,777 |
Board Governance
- Board leadership is separated: Ronald Shaich serves as independent Chair; Schulman is CEO and director, mitigating CEO/Chair dual-role risk .
- Committee structure: People, Culture and Compensation Committee chaired by Lauri Shanahan; determines CEO compensation and oversees succession .
- Meetings/attendance: In 2024, Board met 4 times; Audit 8; Compensation 5; Nominating 4; each director attended ≥75% of meetings .
- Director pay: Schulman received no director fees; non-employee directors received cash retainers and RSUs per policy .
- Independence: Schulman (CEO) is not independent; Board affirms independence for other directors per NYSE standards .
Compensation Structure Analysis
- Equity-heavy 2023 grants anchored post-IPO retention: CEO received $14.625M CEO IPO Award split evenly between RSUs and options, vesting over five years; no additional CEO equity granted in 2024 as IPO grants were intended to address 2024 opportunity .
- Annual bonus metrics emphasize profitability: 2024 plan weighted toward Adjusted EBITDA (67%) over Revenue (33%), aligning with margin expansion objectives; company performance paid at 192% of target .
- Benchmarking: Committee targets overall compensation around the peer median; peer group refreshed in 2025 to include growth consumer/restaurants (e.g., Dutch Bros, Texas Roadhouse, Wingstop) .
- Clawback, hedging/pledging controls reduce shareholder-unfriendly practices .
Risk Indicators & Trading Signals
- Potential supply from scheduled IPO award vesting through 2028 and option exercises; 2024 realized $64.7M from option exercises and $10.0M from RSU vesting by CEO, indicating ongoing sellable flow as awards vest/exercise windows occur .
- Change-of-control equity accelerations are significant (CEO $78.2M modeled at FY 2024 price), creating potential event-driven overhang/value transfer considerations .
- Prohibitions on hedging and restricted pledging mitigate misalignment and margin-call risks; clawback policy covers erroneous incentive pay .
Equity Ownership & Alignment Details
- Stock ownership guidelines: CEO required to hold 5x salary; monitoring indicates compliance or satisfactory progress as of year-end 2024 .
- No pledges disclosed; any pledging requires pre-clearance .
Performance & Track Record
- 2024 highlights: 58 net new restaurants, AUV $2.9M, same-restaurant sales +13.4% with +8.7% traffic growth; adjusted net income $50.2M; adjusted EBITDA $126.2M (+71.0% YoY) .
- Strategic initiatives: digital investments and reimagined loyalty program; geographic expansion; culinary innovation .
Investment Implications
- Pay-for-performance alignment: Bonus metrics heavily favor EBITDA, and 2024 paid at 192% company performance, reflecting strong profitability momentum; mid- to long-term alignment via multi-year vesting of significant IPO awards .
- Retention risk appears contained near term: Five-year CEO IPO vesting, stock ownership guidelines, and no 2024 equity grants (covered by IPO awards) support leadership stability; severance is moderate (18 months salary) absent change-of-control .
- Trading signals: Material annual vesting and option exercises can create periodic selling pressure; monitor Form 4s around June 14 vesting cadence and 10-year option expirations .
- Event risk: Large change-of-control equity accelerations could be dilutive; governance mitigants include independent Chair and clawback/hedging controls .
Appendix: Additional Compensation Program Notes
- Director and Executive Stock Ownership Guidelines: CEO 5x salary; other executives 1x salary; non-employee directors 5x cash retainer; holding requirements until guidelines met .
- Securities Trading Policy: prohibits hedging; restricts margin purchases/pledging without pre-clearance .
- Compensation consultant: Pearl Meyer engaged; assessed as independent .
- Say-on-pay: First non-binding advisory vote scheduled for 2025 annual meeting; annual frequency recommended .