Robert Bertram
About Robert Bertram
Robert “Rob” Bertram, age 56, has served as CAVA’s Chief Legal Officer and Corporate Secretary since September 2021. He holds a B.A. in Economics from Penn State University and a J.D. from Penn State Dickinson Law School, and previously served as General Counsel & Assistant Secretary at Ollie’s Bargain Outlet Holdings (2014–2021), after roles at McNees Wallace & Nurick (2010–2014) and Stevens & Lee (2001–2010) . During his tenure, CAVA delivered strong operating performance in 2024 with revenue of $954.3 million (+35.1% YoY), Adjusted EBITDA of $126.2 million (+71.0% YoY), and same-restaurant sales growth of 13.4% (traffic +8.7%), while increasing shareholder value by 86.8% from IPO to FY2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ollie’s Bargain Outlet Holdings | General Counsel & Assistant Secretary | 2014–2021 | Led public company legal function; governance and disclosure readiness |
| McNees Wallace & Nurick LLC | Corporate attorney | 2010–2014 | Corporate advisory and regulatory support |
| Stevens & Lee | Corporate & securities regulatory attorney | 2001–2010 | Securities regulation and corporate law expertise |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Penn State University, College of the Liberal Arts | Mentor | Ongoing | Student mentorship and professional development |
Fixed Compensation
- Not disclosed; the 2025 Proxy Statement’s compensation tables cover NEOs (Schulman, Tolivar, Somers, Xenohristos, Costanza) and do not include the CLO .
Performance Compensation
Company annual incentive (2024 CAVA Short‑Term Incentive Plan)
| Metric | Weighting (%) | Threshold 25% payout ($) | 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% |
Notes: Plan metrics defined as Adjusted EBITDA and Revenue; bonuses interpolate within ranges; individual performance modifiers apply; CLO participation is not specifically disclosed .
Equity awards and vesting (Bertram)
| Grant date | Instrument | Vesting schedule | Notes |
|---|---|---|---|
| Apr 3, 2023 | RSUs | 4 equal annual installments commencing Jan 24, 2024 | Part of pre‑IPO grant activity |
| Apr 3, 2023 | Options | 4 equal annual installments commencing Jan 24, 2024 | Exercise price per grant terms; 10‑year term typical |
| May 22, 2023 | RSUs | 4 equal annual installments commencing May 8, 2024 | Time‑vesting |
| Jun 14, 2023 | RSUs & Options | 4 equal annual installments commencing Jun 14, 2024 | Mix of RSUs and options; post‑IPO retention focus |
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Direct common shares (post 9/29/2025) | 54,931 | Per Form 4 after sell‑to‑cover |
| Indirect holdings | 1,695 | 1,500 spouse; 195 daughter; as reported |
| Total beneficial (direct + indirect) | 56,626 | Sum of above |
| Shares outstanding (4/21/2025) | 115,655,831 | From proxy ownership table |
| Ownership % of outstanding | ~0.049% | 56,626 / 115,655,831 |
| Unvested RSUs | Included in totals | Form 4 notes totals include unvested RSUs |
| Hedging/pledging | Prohibited; pledge requires preclearance | CAVA Securities Trading Policy prohibits hedging and margin; pledging requires CLO preclearance |
| Stock ownership guidelines | 1× salary for other executives | SO Guidelines: CEO 5× salary; other executives 1× salary; directors 5× retainer |
| Compliance status disclosure | Not individually disclosed | Committee assesses annually; NEOs/directors meeting or on path; CLO not specifically disclosed |
Employment Terms
- Role and start date: Chief Legal Officer & Secretary since September 2021 .
- Corporate governance responsibilities: Listed as Corporate Secretary in proxy; authorized as proxyholder for the 2025 meeting .
- Severance/change‑of‑control: Company maintains an Executive Severance Plan (e.g., CFO/COO: 12 months base, prorated bonus, COBRA) and NEO‑specific equity acceleration on qualifying terminations in change of control; no CLO‑specific terms disclosed .
Vesting Schedules and Insider Selling Pressure
| Date | Transaction | Shares | Price / Range | Notes |
|---|---|---|---|---|
| Jan 21, 2025 | Sell‑to‑cover | 958 | $119.01–$119.80 | Mandatory tax withholding on RSU vesting; non‑discretionary |
| Jan 27, 2025 | Sell‑to‑cover (pooled) | — | $122.85–$125.69 | Broker sold pooled shares for employees to fund tax withholding; proceeds allocated pro‑rata; includes unvested RSUs in totals |
| Jun 16, 2025 | Sale (mandated sell‑to‑cover) | 2,198 | ~$75.16 | Reported per Form 4; pooled sell‑to‑cover mechanics typical at CAVA |
| Sep 29, 2025 | Sell‑to‑cover | 3,771 | $58.82–$58.92 (WA $58.86) | Mandatory sell‑to‑cover for RSU vesting tax; direct holdings post‑trade 54,931 shares, plus indirect family holdings |
Interpretation: Reported insider sales are characterized as “sell‑to‑cover” to satisfy tax withholding on vesting RSUs under company equity plan elections, not discretionary trading .
Investment Implications
- Alignment: Bertram holds meaningful equity via common shares and unvested RSUs, with vesting schedules extending through at least 2026+, supporting retention and alignment; insider sales have been administrative sell‑to‑cover, reducing near‑term selling pressure signals .
- Risk controls: Hedging prohibited and pledging requires preclearance, which mitigates misalignment risks; stock ownership guidelines (1× salary for other executives) encourage ongoing accumulation, though individual compliance for CLO is not disclosed .
- Pay‑for‑performance context: Company‑wide annual incentives are tied to Adjusted EBITDA and Revenue with 2024 payouts at 192% on company metrics, reflecting strong operational performance—a constructive backdrop for legal and governance leadership incentives even if CLO‑specific bonus targets are not disclosed .
- Watch items: No public disclosure of CLO‑specific severance or change‑of‑control equity acceleration; continue monitoring Form 4s for discretionary selling, any 10b5‑1 plan adoption, and upcoming proxy disclosures for executive policy changes .