Philippe Amouyal
About Philippe Amouyal
Philippe Amouyal (age 66) is an independent Class I director at CAVA, serving since November 2018. He is Managing Director at The Invus Group, LLC (since 1999), previously a Vice President and Director at The Boston Consulting Group where he coordinated the global software and electronics practice; he holds an M.S. in Engineering and a DEA in Technology Management from École Centrale Paris and was a Research Fellow at MIT’s Center for Policy Alternatives . CAVA’s Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boston Consulting Group | Vice President & Director; coordinated global software/electronics practice | 1984–1999 | Technology/strategy expertise; large-scale operational oversight |
| WW International | Director (prior) | Not disclosed | Prior public company board experience |
| Blue Buffalo Pet Products | Director (prior) | Not disclosed | Prior public company board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Invus Group, LLC | Managing Director | 1999–present | Private equity investor; corporate strategy and operations expertise |
| Lexicon Pharmaceuticals (NASDAQ: LXRX) | Director | Since 2007 | Public company board service; life sciences exposure |
| Private Artal/Invus portfolio companies | Director | Ongoing | Portfolio governance experience |
Board Governance
- Class/Term: Class I; next term expires at the 2027 annual meeting .
- Independence: Determined independent by the Board in 2025 .
- Committee assignments: Member, Nominating, Governance and Sustainability Committee (NGS); committee chaired by James D. White, with Lauri Shanahan as co-member .
- Attendance: In fiscal 2024, the Board met 4 times; Audit 8; Compensation 5; NGS 4; each director attended at least 75% of meetings of the Board and committees on which they served; nine of ten directors attended the 2024 Annual Meeting .
- Lead independent director: Policy permits appointment when Chair is not independent; responsibilities set by the Board (no appointment disclosed) .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Board Annual Cash Retainer | $75,000 | Non-Employee Director Compensation Policy |
| Committee Member – NGS | $5,000 | NGS member retainer |
| Total Cash Earned (FY2024) | $80,000 | Fees earned for Board + committee service |
| Chair/Committee Chair Retainers (Policy) | Chair $37,500; Audit Chair $20,000; Compensation Chair $15,000; NGS Chair $10,000 | Effective FY2024 |
| Policy Update Effective 1/1/2025 | Chair $85,000; Audit Chair $25,000; Compensation Chair $20,000; NGS Chair $15,000 | Member retainers unchanged |
Performance Compensation
| Equity Type | Grant Date | Units/Value | Vesting | Change in Control |
|---|---|---|---|---|
| RSUs (annual grant) | 6/20/2024 | 1,307 RSUs; grant-date fair value $120,545 | Cliff vest on 6/20/2025 (or the business day before the next Annual Meeting) | RSUs vest in full if outstanding/unvested upon change in control |
| RSU policy value (effective 1/1/2025) | Annual | $150,000 value (30-day average price) | Same vest schedule as policy | Full vesting on change in control |
Performance metric design: Director equity is time-vested; no revenue/EBITDA/TSR performance metrics apply to non-employee director compensation .
Director Compensation (FY2024)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Philippe Amouyal | $80,000 | $120,545 | $200,545 |
Other Directorships & Interlocks
- Current: Lexicon Pharmaceuticals director since 2007 .
- Prior: WW International; Blue Buffalo Pet Products .
- Network considerations: Amouyal is MD at Invus; CAVA’s >5% holder Artal Participations beneficially owned ~8.2% as of 4/21/2025, but the Board determined Amouyal independent; no specific related-party transaction disclosures involving Amouyal .
Expertise & Qualifications
- Domains: Corporate strategy, information technology, R&D, operations structures; private equity investing; management consulting .
- Education: M.S. Engineering and DEA in Technology Management (École Centrale Paris); MIT Research Fellow .
Equity Ownership
| Holder | Shares Outstanding (#) | Right to Acquire within 60 days (#) | Total Beneficial (#) | % of Outstanding |
|---|---|---|---|---|
| Philippe Amouyal | 15,000 | 1,307 | 16,307 | Less than 1% |
| Shares Outstanding (CAVA, 4/21/2025) | — | — | 115,655,831 | — |
Vested/unvested status:
- As of 12/29/2024, Amouyal had 1,307 unvested RSUs scheduled to vest on 6/20/2025 under the director annual RSU grant .
- Stock Ownership Guidelines: Non-employee directors should hold five times annual cash retainer; as of 12/31/2024, each director met or was on a satisfactory path to meet the guidelines .
Hedging/Pledging:
- Hedging of CAVA stock prohibited; pledging requires pre-clearance; no pledging or hedging by Amouyal disclosed .
Insider Trades (Form 4)
| Date Filed | Period of Report | Transaction | Shares | Price | Post-Transaction Holding | Source |
|---|---|---|---|---|---|---|
| 2025-06-24 | 2025-06-20 | Form 4 filed (settlement/vesting related to director equity grant timing) | Not specified in proxy; RSU schedule indicates 1,307 vesting on 6/20/2025 | — | — | |
| 2023-11-17 | 2023-11-16 | Open-market Purchase (Code P) | 10,000 | $33.18 | 15,000 | |
| 2023-06-22 | 2023-06-20 | RSU Award (director grant) | 5,000 | — | 5,000 |
Note: The 2025 Form 4 filing corresponds to the vesting schedule disclosed in the proxy for FY2024 director RSUs (1,307 units vest on 6/20/2025) ; the EDGAR index confirms filing and period of report as 6/20/2025 .
Governance Assessment
- Independence and Board Effectiveness: Amouyal is independent, serves on the NGS Committee that oversees governance guidelines, board evaluation, committee composition, and ESG oversight—key for board quality and risk oversight . Attendance thresholds were met in FY2024 (≥75% for each director), supporting engagement .
- Compensation Alignment: Director pay is a simple cash retainer plus time-based RSUs, with vesting aligned to annual meeting cadence; equity accelerates on change in control but no performance metrics apply to director equity—typical for non-employee directors. Cash/equity mix (FY2024: $80k cash; ~$120.5k RSUs) indicates reasonable alignment with shareholder interests .
- Ownership Alignment: Beneficial ownership is modest (<1%), but CAVA’s stock ownership guidelines (5x retainer) and “met/on path” assessment for directors bolster alignment; hedging prohibited and pledging restricted, lowering misalignment risks .
- Conflicts/Related Parties: No Item 404 related-party transactions disclosed involving Amouyal; company policy routes all such matters to the Audit Committee for approval; prior MSA with Act III (non-Amouyal) terminated in 2022, limiting legacy conflicts . Amouyal’s Invus role and Artal’s 8.2% beneficial stake warrant awareness, but the Board’s independence determination indicates no material relationship with CAVA .
- Shareholder Signals: 2025 Say-on-Pay passed (70.3M for; 6.4M against), and stockholders supported annual say-on-pay frequency (76.4M for “1 Year”), suggesting general investor confidence in the company’s compensation governance .
RED FLAGS
- None disclosed specific to Amouyal: no related-party transactions, no hedging/pledging disclosures, and independence affirmed .
- Monitor potential perceived conflicts given affiliations (Invus/Artal are significant investors), though independence was affirmed and policy controls are robust .
Appendix: Committee Composition (2025)
- Nominating, Governance and Sustainability: James D. White (Chair), Philippe Amouyal (Member), Lauri Shanahan (Member) .
- Audit: David Bosserman (Chair), Karen Kochevar (Member), James D. White (Member) .
- People, Culture and Compensation: Lauri Shanahan (Chair), Benjamin Felt (Member), Karen Kochevar (Member) .