Lauri Shanahan
About Lauri Shanahan
Independent director since June 2023; age 62. Former Chief Administrative Officer, Chief Legal Officer, and Corporate Secretary at Gap Inc. (1992–2008); founder and principal of Maroon Peak Advisors since 2009. Education: B.S. in Finance (University of Colorado Boulder) and J.D. (UCLA Law) . CAVA’s Board has affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gap Inc. | Chief Administrative Officer; Chief Legal Officer; Corporate Secretary | Oct 1992–Mar 2008 | Strategic, operational, legal, risk oversight responsibilities (public company leadership and governance) |
| Maroon Peak Advisors | Founder and Principal | 2009–present | Advisory work across governance, human capital, sustainability; consumer, retail, hospitality expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deckers Brands (NYSE: DECK) | Director | 2011–present | Not disclosed |
| Treasury Wine Estates (ASX: TWE) | Director | 2016–present | Not disclosed |
| Cedar Fair Entertainment | Former Director | Not disclosed | Not disclosed |
| G Squared Ascend I | Former Director | Not disclosed | Not disclosed |
| Charlotte Russe Holdings | Former Director | Not disclosed | Not disclosed |
Board Governance
- Committees: Chair, People, Culture and Compensation Committee; Member, Nominating, Governance and Sustainability Committee .
- Independence: Determined independent by the Board under NYSE standards .
- Attendance: In FY2024, the Board met 4x; Audit 8x; Compensation 5x; Nominating 4x; all directors attended at least 75% of meetings of the Board and committees on which they served; 9 of 10 directors attended the 2024 Annual Meeting .
- Board leadership: Board chair role separated from CEO; guidelines contemplate a Lead Director if chair is non-independent; not disclosed whether a Lead Director was elected .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $75,000 | Non-employee director policy |
| Chair fee – People, Culture & Compensation Committee | $15,000 | Applies to Shanahan in 2024 |
| Member fee – Nominating, Governance & Sustainability Committee | $5,000 | Applies to Shanahan |
| Total cash fees actually paid (2024) | $95,000 | Matches retainer + chair + member fees |
| RSU annual grant (grant-date fair value) | $120,545 | 1,307 RSUs granted June 20, 2024; vest June 20, 2025 |
| Options | $0 | None granted to directors |
| Change to 2025 policy | RSU value $150,000; Chair fee increased to $20,000; other chair fees increased; member fees unchanged |
Performance Compensation
| Equity Award (Director) | Grant Date | Units | Grant-Date Fair Value ($) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Time-vesting RSUs | Jun 20, 2024 | 1,307 | $120,545 | Cliff vest on first anniversary or immediately before next Annual Meeting | Outstanding/unvested RSUs vest in full upon change in control |
No director performance metrics (TSR/EBITDA) apply to director equity; RSUs are time-based under the Non-Employee Director Compensation Policy .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Deckers Brands; Treasury Wine Estates | Public company boards | No customer/supplier/competitor relationship disclosed with CAVA; no related-party transactions disclosed for Shanahan |
| Compensation Committee Interlocks | CAVA’s compensation committee members during FY2024: Shanahan (Chair), Kochevar, Felt; Shaich served until 2024 Annual Meeting; none were officers/employees; related-party items for Shaich are separately disclosed; consultant independence affirmed . |
Expertise & Qualifications
- Public company governance, legal and risk oversight; human capital and sustainability; consumer, retail, hospitality sector experience .
- Legal training (J.D., UCLA) and finance (B.S., Colorado) .
Equity Ownership
| Holder | Shares Outstanding | Right to Acquire (within 60 days) | Total Beneficial | Ownership % |
|---|---|---|---|---|
| Lauri Shanahan | 5,000 | 1,307 (unvested RSUs vesting within 60 days of Apr 21, 2025) | 6,307 | <1% |
- Stock Ownership Guidelines: Non-employee directors must hold 5x annual cash retainer; counts unvested RSUs; assessed annually; as of Dec 31, 2024, each director had met or was deemed on a satisfactory path to meet guidelines .
- Hedging/Pledging: Hedging prohibited; pledging requires pre-clearance and may be denied; margin purchases restricted .
- Pledged shares: None disclosed for Shanahan .
Governance Assessment
- Committee leadership: As Compensation Chair, Shanahan oversees CEO and ELT pay, director compensation, stock ownership guidelines, clawback policy, and succession planning—supported by an independent consultant (Pearl Meyer) with no other company work and no conflicts, a positive signal for pay governance .
- Independence and attendance: Independent director with at least 75% attendance; participation across governance and sustainability oversight via Nominating Committee .
- Pay structure alignment: Cash retainer plus time-based RSUs; RSUs vest annually and accelerate on change-in-control, standard for director alignment; increases to 2025 equity retainer ($150k) may modestly increase guaranteed equity, but remains time-based without performance metrics, typical for directors .
- Ownership and trading controls: Robust ownership guidelines and strict hedging/pledging restrictions enhance alignment and reduce risk of misalignment .
- Related-party oversight: Audit Committee must approve any related party transactions; none disclosed for Shanahan—reduces conflict risk .
RED FLAGS: None disclosed specific to Shanahan. No attendance or compensation anomalies; no pledging; no related-party transactions; compensation consultant independence confirmed .
Investor implications: Strong governance profile with independent leadership of Compensation, multi-industry consumer governance experience, and clear policies (clawback, ownership, anti-hedging) that support investor confidence in pay practices and board oversight .
Notes on Say-on-Pay/Shareholder Feedback
- 2025 will be the company’s first advisory vote on executive compensation; frequency recommended annually (“1 YEAR”)—no historical say-on-pay results yet .
Committee Composition Snapshot (FY2024)
- Compensation: Chair Shanahan; members Felt, Kochevar .
- Nominating/Governance/Sustainability: Chair White; members Amouyal, Shanahan .
- Audit: Chair Bosserman; members Kochevar, White .
Meetings/Engagement
- Board met 4x; committees met 4–8x; all directors ≥75% attendance; broad investor engagement program throughout 2024 .