Theodoros Xenohristos
About Theodoros Xenohristos
Co-Founder of CAVA (2010) and creator of the CAVA brand; Chief Concept Officer since November 2020 and non-independent director since 2010. Age 46, tenure on board since 2010; not a member of any standing committees. Company performance in 2024: revenue $954.3 million (+35.1% YoY), Adjusted EBITDA $126.2 million (+71.0% YoY), same-restaurant sales +13.4%, and TSR up 86.8% from IPO to FY-end 2024, underpinning high annual bonus outcomes tied to Adjusted EBITDA and revenue .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CAVA Mezze | Co-Founder; created CAVA brand | 2006– | Originated brand and culinary vision fueling later fast-casual scale |
| CAVA Group, Inc. | Co-Founder; advisor to CEO on culinary and brand; Chief Concept Officer | 2010–present | Product innovation, brand development, concept stewardship supporting growth and AUV expansion |
External Roles
No public company or disclosed external board roles beyond CAVA .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 257,500 | 345,152 | 400,000 |
| All Other Compensation ($) | 157 | 7,248 | 9,416 |
Notes:
- Perquisites include executive medical benefit discount, executive physical, and cybersecurity program; life insurance premiums included in “All Other Compensation” .
Performance Compensation
Annual Incentive Plan Mechanics (Company-wide)
| Metric | Weighting | Threshold (25% payout) | Target (100%) | Maximum (200%) | Actual FY 2024 | Payout % of Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 67% | 75,605,000 | 88,947,000 | 123,626,000 | 126,248,000 | 200% |
| Revenue ($) | 33% | 779,607,000 | 866,230,000 | 996,165,000 | 963,713,000 | 175% |
| Company Performance Total | — | — | — | — | — | 192% |
- Individual performance is 25% of payout; CEO evaluated by committee; other NEOs’ ratings approved by committee .
Xenohristos Bonus Outcomes
| Item | FY 2024 |
|---|---|
| Target Bonus % of Salary | 50% |
| Target ($) | 200,000 |
| Actual ($) | 362,600 |
Equity Awards and Vesting (Selected Grants)
| Grant Date | Instrument | Unvested Units (12/29/2024) | Vesting Schedule |
|---|---|---|---|
| 5/10/2022 | Options at $6.75 (exercisable/unexercisable) | 10,818 unexercisable; 10,815 exercisable | 4 equal annual tranches starting 1/20/2023 |
| 5/10/2022 | RSUs | 4,770 ($545,545 MV) | 4 equal annual tranches starting 1/20/2023 |
| 4/3/2023 | Options at $9.58 (exercisable/unexercisable) | 10,812 unexercisable; 3,606 exercisable | 4 equal annual tranches starting 1/24/2024 |
| 4/3/2023 | RSUs | 5,244 ($599,756 MV) | 4 equal annual tranches starting 1/24/2024 |
| 5/22/2023 | RSUs | 58,755 ($6,719,809 MV) | 4 equal annual tranches starting 5/8/2024 |
| 6/14/2023 | Options at $22.00 (exercisable/unexercisable) | 37,701 unexercisable; 12,567 exercisable | 4 equal annual tranches starting 6/14/2024 |
| 6/15/2023 | RSUs | 19,176 ($2,193,159 MV) | 4 equal annual tranches starting 6/14/2024 |
Realized FY 2024:
- Options exercised: 98,490 shares; value realized $12,260,978 .
- RSUs vested: 30,113 shares; value realized $2,221,383 .
Equity Ownership & Alignment
| As-of Date | Shares Owned (Outstanding) | Right to Acquire (options/RSUs vesting ≤60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| 4/22/2024 | 412,597 | 151,457 | 564,054 | <1% |
| 4/21/2025 | 274,599 | 74,543 | 349,142 | <1% |
Policies and alignment:
- Stock ownership guidelines: executives must hold at least 1x salary; assessed annually; all NEOs and directors met or were on track as of 12/31/2024 .
- Hedging prohibited; pledging prohibited without pre-clearance; margin purchases restricted .
- Clawback: Dodd-Frank compliant recovery of erroneously-awarded incentive compensation .
Insider selling pressure indicators:
- Significant option exercises in 2024 ($12.26M value), which can contribute to share supply; monitor future vesting and exercises for potential trading flow .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | In place; governs terms and severance |
| Severance (no cause or good reason) | 12 months salary continuation; up to 12 months COBRA; pro-rated annual bonus based on performance; release required |
| Non-compete | During employment and 1 year post-termination |
| Non-solicit | During employment and 2 years post-termination |
| Change-in-Control (NEO IPO awards) | Double-trigger: qualifying termination in connection with or within 18 months after a change-in-control → immediate vesting of unvested RSUs/options |
| 280G cutback | “Best-net” approach to excise tax; benefits may be reduced to avoid 4999 tax if that yields greater after-tax benefit |
Estimated payments (as if event occurred 12/29/2024):
| Scenario | Severance ($) | Benefits ($) | Equity Acceleration ($) |
|---|---|---|---|
| Death/Disability | 362,600 | — | — |
| Termination w/o Cause or for Good Reason | 762,600 | 12,009 | — |
| Termination w/o Cause or for Good Reason in connection with Change of Control | 762,600 | 12,009 | 5,675,600 |
Board Governance
- Board service: Director since 2010; Class II nominee re-elected in 2025 for term through 2028 .
- Committee memberships: none; not listed on Audit, People/Culture & Compensation (PCC), or Nominating/Governance/Sustainability committees .
- Independence: non-independent due to employment; majority of the board is independent; chair role separated from CEO .
- Attendance: in 2024, each director attended ≥75% of board and committee meetings; board met 4 times; PCC 5; Audit 8; Nominating 4 .
Dual-role implications:
- As a management director and Chief Concept Officer, he is a non-independent director; he receives no director fees, with compensation routed through executive pay programs, limiting committee influence and mitigating CEO-chair concentration concerns in current governance structure .
Director Compensation
| Item | FY 2024 |
|---|---|
| Director cash retainer (policy) | $75,000 (non-employee directors) plus chair/committee premia |
| Director equity retainer (policy) | RSUs with $110,000 grant-date value; increased to $150,000 effective 1/1/2025 |
| Fees paid to Xenohristos as director | $0 (executive-directors do not receive director compensation) |
Compensation Peer Group (Benchmarking)
| Peer Group | Year |
|---|---|
| Beyond Meat; Dutch Bros; e.l.f. Beauty; First Watch; Portillo’s; Shake Shack; Sovos Brands; Sweetgreen; Traeger; Warby Parker; Wingstop; Xponential Fitness; YETI | 2024 peer set formed for IPO/2024 decisions |
| Dutch Bros; Planet Fitness; e.l.f. Beauty; Shake Shack; First Watch; Sweetgreen; Five Below; Texas Roadhouse; Freshpet; Wingstop; Maplebear; YETI | 2025 peer set for 2025 decisions |
Risk Indicators & Red Flags
- Hedging/pledging restrictions and Dodd-Frank clawback policy reduce misalignment risk .
- No disclosed repricing of options; options strike prices set at grant-date closing price .
- Related party transactions controlled by Audit Committee policy; no transactions disclosed specific to Xenohristos in 2024–2025 proxies –.
Investment Implications
- Strong pay-for-performance alignment: annual incentives overachieved on Adjusted EBITDA (+71% YoY) and revenue (+35% YoY), driving a 181%+ bonus multiple for executives; equity mix with multi-year vesting underscores retention through 2027–2028 .
- Watch insider supply: 2024 exercises of 98,490 options ($12.26M value) suggest potential selling pressure; forthcoming RSU/option vesting dates (May/June tranches) are catalysts for incremental liquidity events .
- Change-in-control economics: double-trigger acceleration for his IPO awards creates meaningful contingent value ($5.68M) and could influence behavior around strategic transactions; severance is moderate (12 months salary plus pro-rated bonus and COBRA) .
- Governance quality: non-independent director status with no committee seats limits governance risk; executive stock ownership guidelines and anti-hedging/pledging policies support alignment; no director fees paid to executive-directors averts pay layering .