Tricia Tolivar
About Tricia Tolivar
CAVA’s Chief Financial Officer since November 2020, age 56; B.B.A. in Accounting from Emory University’s Goizueta Business School . Under her finance leadership, CAVA delivered FY2024 revenue of $954.3M (+35.1% YoY), Adjusted EBITDA of $126.2M (+71% YoY), same-restaurant sales +13.4% with +8.7% traffic, AUV of $2.9M, and 25% restaurant-level margin; shareholder value increased 86.8% from IPO to FY2024 year-end . Prior roles include CFO of GNC (which filed Chapter 11 on June 23, 2020), leadership at Ernst & Young, CFO of Greater Memphis Arts Council, and executive positions at AutoZone .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CAVA Group, Inc. | Chief Financial Officer | Nov 2020–Present | Led finance through IPO and FY2024 growth/EBITDA expansion . |
| GNC Holdings, Inc. | Chief Financial Officer | Mar 2015–Nov 2020 | Oversaw finance; GNC filed voluntary Chapter 11 on June 23, 2020 . |
| Ernst & Young | Leadership positions | Oct 2007–Feb 2015 | Finance/consulting leadership experience . |
| Greater Memphis Arts Council | Chief Financial Officer | Jan 2006–Dec 2008 | Nonprofit finance leadership . |
| AutoZone | Executive leadership positions | 1996–2005 | Retail/operations finance experience . |
External Roles
No external public company directorships or committee roles disclosed for Ms. Tolivar in the 2025 Proxy Statement .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 541,000 | 50% | 270,500 | 490,416 | 14,902 (life insurance $5,726; benefits discount $2,976; executive physical $4,200; cybersecurity $2,000) |
Performance Compensation
Annual cash incentive design emphasizes pay-for-performance with heavy weighting to profitability.
- 2024 Annual Incentive Plan design: Company performance 75% (Adjusted EBITDA 67%, Revenue 33%); Individual performance 25% .
- Company results vs targets and payout factors:
| Metric | Weighting (%) | Threshold 25% payout ($) | Target 100% payout ($) | Max 200% payout ($) | Actual Result ($) | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 67 | 75,605,000 | 88,947,000 | 123,626,000 | 126,248,000 | 200% |
| Revenue | 33 | 779,607,000 | 866,230,000 | 996,165,000 | 963,713,000 | 175% |
| Total – Company Performance | — | — | — | — | — | 192% |
- Individual performance rating approved for Ms. Tolivar: 150% (contributed to 35.1% revenue growth, 71% Adjusted EBITDA growth, +13.4% SSS, 58 net openings, etc.) .
Equity incentives:
- No 2024 executive equity grants; 2023 IPO awards intended to cover 2024; equal mix of stock options and RSUs; four equal annual vesting installments beginning June 14, 2024 (CEO vests over five years) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 21, 2025) | 190,197 shares outstanding + 104,071 RSUs/options vesting within 60 days; total 294,268; less than 1% of shares outstanding (115,655,831) . |
| Stock ownership guidelines | Executives: 1x annual base salary; CEO: 5x; Directors: 5x cash retainer . |
| Compliance with guidelines | As of Dec 31, 2024, each NEO/director had met or was on a satisfactory path to meet guidelines . |
| Hedging/pledging | Hedging prohibited; margin/pledging prohibited without pre-clearance from CLO . |
| Clawback | Dodd-Frank compliant clawback for erroneously awarded incentive compensation upon restatement; applies regardless of fault . |
Outstanding equity awards at FY2024 year-end (Tolivar)
| Grant Date | Instrument | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Unvested RSUs (#) | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| 5/10/2022 | Options | 21,843 | 21,846 | 6.75 | 5/10/2032 | — | Options/RSUs vest 4 equal annual installments starting Jan 20, 2023 . |
| 5/10/2022 | RSUs | — | — | — | — | 9,630 | 4 equal annual installments starting Jan 20, 2023 . |
| 4/3/2023 | Options | 7,278 | 21,837 | 9.58 | 4/3/2033 | — | Options/RSUs vest 4 equal annual installments starting Jan 24, 2024 . |
| 4/3/2023 | RSUs | — | — | — | — | 10,590 | 4 equal annual installments starting Jan 24, 2024 . |
| 6/14/2023 | Options | 22,621 | 67,861 | 22.00 | 6/14/2033 | — | 4 equal annual installments starting Jun 14, 2024 . |
| 6/15/2023 | RSUs | — | — | — | — | 34,516 | 4 equal annual installments starting Jun 14, 2024 . |
Vesting/realization in 2024:
- Shares acquired on vesting (RSUs): 100,153; value realized $12,779,307; no option exercises by Tolivar in 2024 .
Insider selling pressure indicators:
- Significant RSU tranches vest annually (Jan and June cycles per 2022/2023 grants) which can create periodic sell-to-cover tax events; unvested RSUs outstanding total 54,736 across 2022–2023 grants as of FY2024 year-end . Company policy restricts hedging and pledging, moderating alignment risks .
Employment Terms
| Provision | Term |
|---|---|
| Employment agreement | Prior agreement expired in 2023; covered by Executive Severance Plan . |
| Severance (without cause/for good reason) | 12 months base salary; prorated annual bonus based on actual performance; employer-paid COBRA premiums up to 12 months; subject to release and restrictive covenants . |
| Change-in-control (CIC) equity | Double-trigger: unvested RSUs/options vest upon qualifying termination in connection with or within 18 months after a CIC . |
| Non-compete | During employment and 1 year post-employment . |
| Non-solicit | During employment and 2 years post-employment . |
| 280G treatment | Best-net (reduce to avoid excise tax or not reduce, whichever yields higher after-tax) . |
| Estimated benefits (as of 12/29/2024 scenario) | Death/Disability: $490,416 bonus; No benefits continuation; CIC termination: Severance $1,031,416; Benefits continuation $11,418; Equity acceleration $10,215,915 . |
Compensation Structure and Peer Benchmarking
- Philosophy: market-competitive pay with significant at-risk components; annual incentives tied to objective financial metrics; long-term equity mix of options and RSUs; Dodd-Frank clawback; ownership guidelines .
- 2024: no new equity awards for NEOs due to sizeable 2023 IPO grants; 2024 compensation leaned more toward cash incentive payouts on strong performance .
- Peer groups:
- 2024 peers: 13 companies including Beyond Meat, Dutch Bros, e.l.f. Beauty, Shake Shack, Sweetgreen, Wingstop, YETI, etc. .
- 2025 peers: 12 companies refined to include Dutch Bros, Planet Fitness, e.l.f. Beauty, First Watch, Freshpet, Maplebear (Instacart), Texas Roadhouse, Wingstop, YETI, etc. .
Governance, Policies, and Related Considerations
- Stockholder engagement and first Say-on-Pay in 2025; Committee will consider vote outcomes in future decisions .
- Independent compensation consultant (Pearl Meyer) with no conflicts .
- Securities Trading Policy prohibits hedging and margin/pledging without CLO pre-clearance .
- No pension/SERP; 401(k) with limited match; modest perquisites (insurance, physical, cybersecurity) .
Investment Implications
- Pay-for-performance is tight: 2024 bonus metrics (67% Adjusted EBITDA / 33% Revenue) paid at 192% company factor on strong outperformance, with CFO individual rating at 150%; incentives align to profitable growth, a positive for capital discipline .
- Multi-year equity grants from 2023 (options and RSUs) vest annually through 2027, creating predictable vesting windows (Jan/Jun) that may drive periodic sell-to-cover flow but also support retention; CIC protection is double-trigger, reducing windfall risk .
- Ownership alignment: Tolivar beneficially owns 294,268 shares (<1%) and is meeting or on track for stock ownership guidelines; hedging/pledging is restricted, reducing misalignment risk .
- Downside considerations: prior CFO tenure at GNC included its 2020 Chapter 11, a contextual risk data point; however, CAVA performance under her CFO tenure shows strong revenue and EBITDA growth and significant TSR since IPO, supporting execution credibility .