Sarah Grover
About Sarah Grover
Independent director since June 2020; age 60; BA in Communications from DePauw University. Former Interim Chief Marketing Officer (April–May 2021). Over 25 years leading brand, marketing, and operations in hospitality; notably Executive Vice President and Chief Brand & Concept Officer at California Pizza Kitchen, helping scale the business from a 10-unit regional concept to a ~$600 million global brand .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shift4 Payments, Inc. | Interim Chief Marketing Officer | Apr–May 2021 | Interim leadership of marketing |
| California Pizza Kitchen | EVP & Chief Brand & Concept Officer; senior leadership roles | Not disclosed | Scaled CPK to ~$600m global brand; multiple PE and public company transitions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChowNow | Director | Not disclosed | Not disclosed |
| Black Rock Coffee Bar | Director | Not disclosed | Not disclosed |
| UCLA Annual Restaurant Conference | Board member | Not disclosed | Not disclosed |
| Support + Feed (non-profit) | Board member | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Does not qualify as independent under NYSE rules due to a consulting arrangement with Rook (the Founder’s entity) .
- Attendance: Board met 9 times in 2024; every director attended at least 75% of Board and committee meetings during their service .
- Committee meeting cadence (2024): Audit (4), Compensation (4), Nominating & Corporate Governance (4) .
- Governance context: Controlled company under NYSE rules; may rely on exemptions for committee independence; Christopher Cruz is Lead Independent Director .
Fixed Compensation
| Item (2024) | Amount (USD) |
|---|---|
| Fees Earned in Cash | $67,500 |
| Stock Awards (grant-date fair value) | $200,000 |
| Total | $267,500 |
Director compensation program (policy amounts):
- Annual cash retainer: $50,000 .
- Committee chair/membership fees: Nominating Chair $18,000; Compensation Committee member $10,000 .
- Annual director RSU grant: $210,000 fair value; vests in 1 year; unvested awards accelerate upon change in control .
Performance Compensation
| Performance Metrics Tied to Director Pay | Details |
|---|---|
| None disclosed | Director equity is time-based RSUs; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Sector/Relationship | Role | Notes |
|---|---|---|---|
| ChowNow | Restaurant-tech | Director | External board seat |
| Black Rock Coffee Bar | Retail/coffee | Director | External board seat |
| UCLA Annual Restaurant Conference | Academic/industry | Board member | External board seat |
| Support + Feed | Non-profit | Board member | External board seat |
Expertise & Qualifications
- Hospitality and consumer brand leader; strategy, customer engagement, scaling operations .
- Recognitions: Advertising Age’s Marketing 50; 2020 Top 25 Executives in Casual Dining .
- Education: BA, DePauw University .
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 8,474 | Less than 1% of Class A; combined voting power undisclosed for director level |
| Unvested RSUs at 12/31/2024 | 2,757 | Director annual award; vests in 1 year; accelerates on change in control |
| Anti-hedging/pledging policy | Prohibits hedging and pledging of Company stock for directors (exception language for Class B/C units applicable to founder-related holdings, not directors) | |
| Stock ownership guidelines (directors) | 5.0x cash retainer; 5-year compliance window; includes time-based unvested RSUs in calculation |
Governance Assessment
- Committee leadership with non-independence is a governance risk: Grover chairs Nominating & Corporate Governance while being non-independent due to a consulting arrangement with Rook; reliance on controlled-company exemptions mitigates rule conflict but can weaken perceived board independence. RED FLAG .
- Independence and potential conflict: Explicit disclosure of a consulting arrangement with Rook (Founder-controlled) reduces independence and may create perceived conflicts in nominations/governance decisions. RED FLAG .
- Attendance and engagement: Met at least the 75% threshold; Board met 9 times; committees met 4 times each in 2024—indicative of regular engagement .
- Pay structure: Director compensation mixes cash fees and annual RSUs with one-year vesting; aligns with shareholder value but lacks performance metrics; 2024 stock grant reported at $200k vs. policy $210k (likely proration or valuation differences) .
- Ownership alignment: Direct beneficial ownership is modest (8,474 shares; <1% of Class A); guidelines require 5x cash retainer within 5 years, but no compliance status disclosed .
- Board environment: Controlled company status and family relationships (CEO and his father are directors) can amplify governance concentration risks; Lead Independent Director in place; founder-related margin loan pledges could create market impact risk if default triggers forced sales. RED FLAGS (board-level context) .
- Say-on-pay signal: 2024 Say-on-Pay approval ~99.7% suggests strong investor support for executive pay overseen by the Compensation Committee, where Grover serves .