Ronald Shaich
About Ronald Shaich
Ronald Shaich is Chair of CAVA’s Board, age 71, serving as a director since 2018. He is Managing Partner and CEO of Act III Holdings, and previously founded Panera Bread, serving as CEO (1984–2010; 2012–2017) and director (1981–2018). He holds a B.A. and D.H.L. from Clark University and an MBA from Harvard Business School. He is not classified as an independent director under NYSE rules and currently serves as Board Chair rather than as a committee member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Panera Bread Company | Founder; CEO; Director | CEO 1984–2010; 2012–2017; Director 1981–2018 | Led brand growth; governance leadership |
| Act III Holdings, LLC | Managing Partner & CEO | 2018–present | Leadership/advisory across portfolio operations |
| Whole Foods Market | Director (prior service) | Not specified | Retail/consumer governance experience |
| Clark University | Chair of Board of Trustees; Trustee | Prior Chair; current trustee | Higher-ed governance |
| Cambridge Innovation Center | Director (prior service disclosed 2024) | Not specified | Innovation ecosystem governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tatte Bakery & Café (Act III portfolio) | Leadership/board advisory | Current | Private portfolio governance |
| Life Alive Organic Café (Act III portfolio) | Leadership/board advisory | Current | Private portfolio governance |
| Honest Greens Barcelona (Act III portfolio) | Leadership/board advisory | Current | International operations oversight |
| Level99 (Act III portfolio) | Leadership/board advisory | Current | Consumer/entertainment oversight |
Board Governance
- Structure: Shaich is non-independent Chair; roles of Chair and CEO are separated, with CEO Brett Schulman focused on operations and Chair leading board oversight .
- Lead Director: Policy permits election of a Lead Director when the Chair is non-independent; responsibilities are set by the board. No explicit disclosure of a current Lead Director appointment .
- Committees: In 2025, Shaich is not listed as a member of Audit, People, Culture & Compensation (PCC), or Nominating, Governance & Sustainability (NGS). He served as a PCC member until the 2024 Annual Meeting (June 20, 2024) .
- Meetings/Attendance: In fiscal 2024 the Board met 4 times; Audit 8; PCC 5; NGS 4. Each director attended at least 75% of meetings; 9 of 10 directors attended the 2024 Annual Meeting .
- Risk oversight: Board oversees strategic risk with committees handling financial controls, cybersecurity (Audit), compensation risk (PCC), and governance/sustainability (NGS) .
Fixed Compensation
| Component | 2024 Policy/Actual | 2025 Policy Update | Notes |
|---|---|---|---|
| Board Annual Retainer (cash) | $75,000 (policy) | $75,000 (unchanged) | Non-employee directors |
| Chair Retainer (cash) | $37,500 (policy); Shaich cash fees earned: $116,021 (actual) | $85,000 (policy) | Actual includes chair retainer and any applicable proration |
| Committee Chair Retainers (cash) | Audit $20,000; PCC $15,000; NGS $10,000 | Audit $25,000; PCC $20,000; NGS $15,000 | Not applicable to Shaich in 2025 |
| Committee Member Retainers (cash) | Audit $10,000; PCC $7,500; NGS $5,000 | Unchanged | Not applicable to Shaich in 2025 |
Director Compensation (2024):
| Director | Fees Earned (Cash) ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ronald Shaich | 116,021 | 120,545 | 236,566 |
Performance Compensation
| Equity Instrument | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (Annual director grant) | June 20, 2024 | 1,307 RSUs; grant-date fair value $120,545 | Cliff vests June 20, 2025; accelerates on change of control | Annual grant policy value $110,000 (2024), increased to $150,000 effective Jan 1, 2025 |
Other Directorships & Interlocks
- Board interlock note: Director James D. White previously served on the board of Panera Bread Company–JAB Holdings, overlapping with Shaich’s Panera leadership history, indicating potential historical network ties (no current transaction disclosed) .
- Compensation Committee Interlocks: Shaich was a PCC member until the 2024 Annual Meeting; committee currently comprises independent directors and uses independent consultant Pearl Meyer with no conflicts reported .
Expertise & Qualifications
- Deep restaurant industry leadership and corporate governance experience from Panera and Act III roles .
- Education: B.A. and D.H.L. (Clark University); MBA (Harvard Business School) .
Equity Ownership
| Date | Shares Beneficially Owned (Outstanding) (#) | Right to Acquire (#) | Total Beneficial (#) | % Outstanding |
|---|---|---|---|---|
| April 22, 2024 | 10,144,899 (includes Act III holdings) | 5,000 | 10,149,899 | 8.9% |
| April 21, 2025 | 4,533,899 | 1,307 | 4,535,206 | 3.9% |
Additional ownership alignment/policies:
- Stock Ownership Guidelines: Directors must hold 5x annual cash retainer; as of Dec 31, 2024, each director met or was on track per committee assessment .
- Hedging/Pledging: Prohibited, with limited pre-clearance possible for pledging; broad ban on hedging instruments .
Governance Assessment
- Committee assignments, chair roles, and independence: Shaich’s non-independent Chair role with no current committee memberships reduces committee-level influence but concentrates agenda-setting power in a non-independent chair. The board maintains independent committee compositions and separated Chair/CEO roles, which partially mitigates governance concerns .
- Director compensation mix and alignment: Cash plus time-vested RSUs (with change-of-control acceleration) align director pay with share value, though absence of performance-conditioned equity for directors limits explicit pay-for-performance linkage. 2025 increases to Chair retainer and RSU grant elevate guaranteed compensation .
- Independence, attendance, engagement: Board and committees met regularly in 2024, with directors achieving at least 75% attendance and active investor engagement disclosed, supporting oversight continuity .
- Potential conflicts/related party exposure:
- Historical Related-Party Transaction: Management Services Agreement with Act III (controlled by Shaich) existed but was terminated Dec 31, 2022; no payments in 2023. Audit Committee now pre-approves related-party transactions under formal policy .
- Ownership Concentration: Shaich’s beneficial ownership declined from ~8.9% in 2024 to ~3.9% in 2025, reducing but not eliminating influence via shareholdings .
- Committee Interlock: PCC membership through June 2024 while being non-independent and significant stockholder could be viewed as a historical governance risk; current PCC membership is independent with consultant independence affirmed .
- Risk indicators & RED FLAGS:
- RED FLAG: Non-independent Chair role without disclosure of an appointed Lead Independent Director may elevate perceived board control risk .
- RED FLAG: Historical related-party MSA with Act III (terminated) underscores prior conflict exposure; continued vigilance on related-party reviews warranted .
- Watch item: Change-of-control vesting for director RSUs can misalign in sale scenarios, though standard in market practice .
Overall, governance quality benefits from independent committees, formal related-party review policies, clawback provisions, and stock ownership guidelines, while the non-independent Chair structure and historical Act III relationship remain key monitoring areas .