Kelly Costanza
About Kelly Costanza
Kelly Costanza, age 50, is CAVA’s Chief People Officer, serving since May 2020; she holds a B.A. in Business and Communications from the University of Pittsburgh . CAVA delivered strong 2024 performance: revenue $954.3 million (+35.1% YoY ex-53rd week), Adjusted EBITDA $126.2 million (+71.0% YoY), same-restaurant sales +13.4%, and AUV $2.9 million, with TSR up 86.8% from IPO to FY2024 year-end . Executive pay emphasizes pay-for-performance via a short-term incentive plan weighted 67% Adjusted EBITDA and 33% Revenue, plus long-term time-based RSUs and options, with hedging and pledging prohibited absent pre-clearance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ollie’s Bargain Outlet Holdings | Senior Vice President, Human Resources | 5 years | HR leadership in a high-growth value retail context |
| rue21 | Vice President, Talent Management | 2011–2015 | Talent management leadership in specialty apparel |
| Education Management Corporation | Vice President, Talent Management | 2007–2010 | Talent management leadership in education services |
| American Eagle Outfitters | Vice President, Human Resources | 2004–2006 | HR leadership at a major apparel retailer |
Fixed Compensation
Multi-year cash compensation and perquisites for Kelly Costanza (NEO):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $378,550 | $404,708 | $400,000 |
| Non-Equity Incentive Plan Compensation ($) | $177,745 | $400,000 | $362,600 |
| All Other Compensation ($) | $14,754 | $22,244 | $24,686 |
Perquisites detail (FY 2024):
| Perquisite | Amount ($) |
|---|---|
| Company 401(k) Match | $2,587 |
| Life Insurance Premiums | $3,866 |
| Benefits Discount (medical/dental/vision) | $12,033 |
| Executive Physical | $4,200 |
| Executive Cybersecurity/ID Protection | $2,000 |
| Total | $24,686 |
Performance Compensation
Annual bonus design and outcomes (FY 2024):
| Executive | Target Bonus % | Target ($) | Actual ($) |
|---|---|---|---|
| Kelly Costanza | 50% | $200,000 | $362,600 |
Annual incentive plan metrics (Company component, FY 2024):
| Metric | Weighting (%) | Threshold 25% payout ($) | Target 100% payout ($) | Max 200% payout ($) | 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% |
Individual performance rating for Kelly: 150% of target (contributing to an average NEO payout of 189% in 2024) .
Equity Ownership & Alignment
Beneficial ownership (as of April 21, 2025):
| Holder | Shares Beneficially Owned (Outstanding) (#) | Right to Acquire within 60 days (#) | Total Beneficial Ownership (#) | % of Shares Outstanding |
|---|---|---|---|---|
| Kelly Costanza | 58,559 | 88,475 | 147,034 | <1% |
Outstanding equity awards at FY2024 year-end (market value based on $114.37 close on Dec 27, 2024):
| Grant Date | Award Type | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| 1/1/2021 | RSU | — | — | — | — | 17,409 | 1,991,067 |
| 5/10/2022 | Options + RSU | 15,900 | 15,903 | 6.75 | 5/10/2032 | 7,011 | 801,848 |
| 5/20/2022 | RSU | — | — | — | — | 45,000 | 5,146,650 |
| 4/3/2023 | Options + RSU | 5,298 | 15,897 | 9.58 | 4/3/2033 | 7,707 | 881,450 |
| 6/14/2023 | Options | 12,567 | 37,701 | 22.00 | 6/14/2033 | — | — |
| 6/15/2023 | RSU | — | — | — | — | 19,176 | 2,193,159 |
Vesting schedules:
- 2021 RSU vests in 4 equal annual installments starting Jan 1, 2022 .
- 2022 options/RSUs vest in 4 equal annual installments starting Jan 20, 2023 .
- 5/20/2022 RSU vests in 4 equal annual installments starting May 20, 2023 .
- 4/3/2023 options/RSUs vest in 4 equal annual installments starting Jan 24, 2024 .
- 6/14/2023 options/RSUs vest in 4 equal annual installments starting Jun 14, 2024 .
Vesting and exercises during FY2024:
| Event | Shares (#) | Value Realized ($) |
|---|---|---|
| RSUs vested | 55,586 | 3,672,626 |
| Option exercises | — | — |
Ownership guidelines and trading policies:
- Stock ownership guideline: 1× annual base salary for executives; compliance assessed annually, with all NEOs meeting or on a satisfactory path as of Dec 31, 2024 .
- Hedging prohibited; pledging prohibited unless pre-cleared by Chief Legal Officer (not obligated to approve) .
Employment Terms
| Item | Detail |
|---|---|
| Position & Start Date | Chief People Officer; since May 2020 |
| Agreement & Severance | If terminated without cause or for good reason: 12 months’ salary continuation, up to 12 months COBRA premiums, and pro-rated annual bonus for year of termination (paid when other exec bonuses are paid), subject to release . |
| Change-in-Control (CIC) | Upon qualifying termination in connection with or within 18 months after a CIC, all unvested RSUs and stock options underlying the NEO IPO Award immediately vest . |
| Non-Compete | During employment and for one year thereafter . |
| Non-Solicit | During employment and for two years thereafter . |
| Clawback | Dodd-Frank-compliant policy applies to erroneously-awarded incentive compensation upon accounting restatement, regardless of fault . |
| 280G Treatment | Excise tax cutback applies if payments are “excess parachute payments,” reduced or not reduced to maximize after-tax value . |
| Other Benefits | Executive discount on benefits, executive physical, cybersecurity/ID protection; 401(k) match per program . |
Compensation Structure Analysis
- Cash vs equity mix: No equity grants in 2024; equity largely granted at IPO in 2023 with multi-year vesting, increasing retention linkage versus annual grant cadence .
- Short-term metrics: Heavy weighting to profitability (Adjusted EBITDA 67%) over revenue (33%), with rigorous targets and capped payouts at 200% .
- Ownership alignment: Significant unvested RSUs and unexercisable options; hedging/pledging restrictions; 1× salary ownership guideline; beneficial ownership <1% of outstanding shares .
Performance & Track Record
- 2024 achievements include 35.1% revenue growth, 13.4% same-restaurant sales growth, 71% Adjusted EBITDA growth, 25% restaurant-level margin, and 58 net new restaurants; TSR increased 86.8% from IPO to FY2024 year-end .
- Strategic initiatives cited: geographic expansion (e.g., Chicago), culinary innovation, digital/loyalty enhancements, training and culture development .
Related Party Transactions, Risk Indicators & Red Flags
- Securities Trading Policy prohibits hedging and pledging without pre-clearance; no pledging disclosures specific to Costanza .
- Equity grant practices avoid timing around MNPI; option exercise price equals grant date closing price; no repricing practices disclosed .
- Indemnification agreements in place for officers .
- No specific legal proceedings, investigations, or related-party transactions disclosed for Costanza in the proxy .
Compensation Peer Group (Program Context)
- 2025 peer group blends restaurant and high-growth consumer/retail names (e.g., Dutch Bros, Planet Fitness, e.l.f. Beauty, Shake Shack, Wingstop, Freshpet, YETI), used to inform compensation decisions .
Equity Ownership & Pledging
- Beneficial ownership breakdown and rights to acquire within 60 days are disclosed; pledging requires pre-clearance and is disfavored; executives encouraged to retain 50% of net shares until guideline met .
Investment Implications
- Pay-for-performance alignment: Bonuses tied to profitability and growth with above-target payouts; equity is time-vested and sizable from IPO grants, supporting retention but potentially creating periodic selling pressure upon vesting (55,586 RSUs vested, $3.67 million value realized in 2024) .
- Retention risk appears moderated by multi-year vesting on large RSU tranches and options across 2022–2023 grants and severance/CIC protections; non-compete and non-solicit covenants add post-separation friction .
- Alignment: Ownership guidelines, clawbacks, and hedging/pledging restrictions foster shareholder alignment; beneficial ownership <1% limits control but ongoing vesting increases exposure .
- Trading signals: Monitor Form 4s around vesting dates (e.g., May/June and January cadence per schedules) and 22.00 strike option tranches for potential exercises; 2024 showed no option exercises by Costanza .