David Bosserman
About David Bosserman
Independent director at CAVA since 2019; age 68 as of the 2025 proxy. Former interim CFO (Aug–Nov 2020), licensed CPA, B.S. in Accounting from Arizona State University. Core credentials include senior finance and operations leadership and audit committee experience; designated an audit committee financial expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SWaN & Legend Advisors, LLC | Senior Advisor | 2018–present | Advises portfolio companies on finance/operations |
| SWaN & Legend Advisors, LLC | Managing Director | 2013–2018 | Portfolio oversight and operating guidance |
| NEW Asurion Corporation | SVP, CFO, COO | 2001–2013 | Senior finance and operations leadership |
| worldweb.net | Chief Financial Officer | 2000–2001 | CFO through sale of company |
| Best Software | EVP, CFO, Treasurer | 1992–2000 | Led IPO in 1997; public company finance leadership |
| CAVA Group, Inc. | Interim Chief Financial Officer | Aug–Nov 2020 | Transition support in finance function |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BigTeams | Director | Current | Private company; board role |
| Motionsoft | Director; Audit Committee member | Prior | Private company; audit oversight |
| Various SWaN portfolio companies | Advisor | Ongoing | Financial and operating guidance |
| Transportation/moving & storage company | Consultant | Ongoing | Financial/operating consulting services |
Board Governance
- Independence: Board affirmatively determined Bosserman is independent under NYSE standards .
- Committee assignments: Audit Committee Chair; Audit Committee financial expert; members include Karen Kochevar and James D. White .
- Attendance: Each director attended at least 75% of Board and committee meetings; 2024 meeting counts—Board: 4; Audit: 8; PCC (Compensation): 5; NGC: 4 .
- Risk/cyber oversight: Audit Committee has primary oversight of strategic risk including cybersecurity with quarterly briefings .
| Committee | Role | FY2024 Meetings Attended Requirement | Notes |
|---|---|---|---|
| Audit Committee | Chair; Financial Expert | ≥75% attendance for all directors | Approves related-party transactions; oversees cybersecurity |
| Board of Directors | Member | ≥75% attendance for all directors | Independent director |
Fixed Compensation
| Component | FY2024 Policy (cash) | FY2025 Policy (cash) | Notes |
|---|---|---|---|
| Board annual retainer | $75,000 | $75,000 | Non-employee directors |
| Audit Committee Chair retainer | $20,000 | $25,000 | Increase effective Jan 1, 2025 |
| Audit Committee member retainer | $10,000 | $10,000 | Unchanged |
| Equity annual RSU grant value | $110,000 | $150,000 | 30-day avg price; vest at next AGM or 1-year; accelerates on change in control |
| FY2024 Director Compensation (Bosserman) | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 90,306 | Board/committee/chair fees |
| Stock Awards (RSUs) | 120,545 | 1,307 RSUs granted 6/20/2024; vest 6/20/2025 |
| Total | 210,851 | Sum of cash and equity |
Performance Compensation
- CAVA’s director compensation is time-based (RSUs) without disclosed performance metrics for directors; RSUs vest on time or accelerate upon change in control .
| Performance-linked elements in director pay | Status |
|---|---|
| Cash meeting fees/retainers | Not performance-linked |
| RSUs | Time-based vesting; not tied to revenue/EBITDA/TSR |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Considerations |
|---|---|---|
| SWaN & Legend Advisors | Senior Advisor | No CAVA-related transactions disclosed; Audit Committee oversees RPT approvals |
| BigTeams | Director | No CAVA-related transactions disclosed |
| Motionsoft (prior) | Director; Audit Committee | Historical; no current CAVA-related transaction disclosed |
Expertise & Qualifications
- Licensed CPA; deep accounting and auditing expertise; designated audit committee financial expert .
- Extensive CFO/COO experience in technology and consumer services (Best Software, Asurion) .
- IPO execution experience (led Best Software IPO, 1997) .
Equity Ownership
| As of April 21, 2025 | Shares Outstanding | Right to Acquire (≤60 days) | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| David Bosserman | 115,963 | 1,307 | 117,270 | <1% |
- Footnote: excludes 25,000 shares held by the David N. Bosserman Irrevocable Trust; Bosserman disclaims beneficial ownership .
- Unvested RSUs as of Dec 29, 2024: 1,307 RSUs scheduled to vest June 20, 2025 .
- Ownership guidelines: Non-employee directors must hold 5x annual cash retainer; each director met or is on path as of Dec 31, 2024 .
- Hedging/pledging: Prohibited without preclearance; hedging broadly prohibited .
Governance Assessment
- Strengths: Independent status; Audit Chair with audit committee financial expert designation; robust attendance; clear oversight of cybersecurity and related-party approvals; alignment via stock ownership guidelines and annual RSU grants .
- Alignment: Beneficial ownership is modest (<1%), but guidelines require meaningful holdings; RSU time-based vesting provides ongoing alignment; no pledging disclosed; hedging prohibited .
- Conflicts/Related parties: No related-party transactions disclosed involving Bosserman; Audit Committee controls RPT approval under formal policy—mitigates interlock risks given his advisory role at SWaN .
- Shareholder sentiment: 2025 say-on-pay supported (For: 70.3M; Against: 6.44M; Abstain: 0.16M), and annual frequency selected—overall governance confidence environment supportive .
- Signals and RED FLAGS: Past interim CFO service (2020) noted, but Board re-affirmed independence; no hedging/pledging or RPTs disclosed tied to him; no attendance shortfalls disclosed .