Jay Wolszczak
About Jay Wolszczak
Jay Wolszczak, 56, serves as Chief Legal Officer (since May 2022) and General Counsel & Secretary (since December 2019) of First Watch Restaurant Group; he previously held the same roles at First Watch Restaurants, Inc. since May 2018 and was General Counsel at Hard Rock Café International (USA), Inc. from October 1997 to April 2018 . He is one of the company’s named executive officers for fiscal 2024 . Cash incentive pay is tied to Adjusted EBITDA; fiscal 2024 Adjusted EBITDA was $113.8 million, driving a 113.1% payout on the company performance component of the executive bonus plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Watch Restaurant Group, Inc. | Chief Legal Officer; General Counsel & Secretary | CLO: May 2022–present; GC & Secretary: Dec 2019–present | Not disclosed |
| First Watch Restaurants, Inc. (subsidiary) | Chief Legal Officer; General Counsel & Secretary | Since May 2018 | Not disclosed |
| Hard Rock Café International (USA), Inc. | General Counsel | Oct 1997–Apr 2018 | Not disclosed |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $453,857 | $460,575 |
| Target Bonus Opportunity (% of base salary) | 70% | 70% |
| Target Bonus Amount at 100% Achievement ($) | $317,700* (implied; not disclosed) | $322,403 |
| Company Performance Bonus Payout ($) | Not disclosed | $255,260 |
| Individual Performance Bonus Payout ($) | Not disclosed | $96,721 |
| Total Non-Equity Incentive Plan Compensation ($) | $537,241 | $351,981 |
Notes: • FY2024 bonus weighting: 70% company (Adjusted EBITDA) and 30% individual objectives .
• FY2024 individual performance payout was approved at 100% of the individual component .
Performance Compensation
Annual Bonus Design and Outcome (FY2024)
| Metric | Weighting | Target | Actual | Payout % | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | 70% | Threshold >85%; target 100%; max ≥125.7% | $113.8M | 113.1% of company component | Annual cash payment |
| Individual Business Objectives | 30% | Established at start of year | Achieved | 100% of individual component | Annual cash payment |
Equity Awards and Vesting
| Award Type | Grant Date | Quantity/Value | Vesting Schedule | Strike | Expiration |
|---|---|---|---|---|---|
| RSUs | 2024 annual grant | $600,000 grant-date fair value | Post-IPO awards generally vest in equal installments over 3 years | N/A | N/A |
| RSUs | 2023 annual grant | $350,000 grant-date fair value | Post-IPO awards generally vest in equal installments over 3 years | N/A | N/A |
| Stock Options | 3/25/2022 | 19,239 exercisable; 38,481 unexercisable (at 12/31/2023) | Time-based; post-IPO awards generally vest over 3 years | $12.58 | 3/25/2032 |
| Stock Options | 4/24/2019 | 51,560 exercisable; 17,495 unexercisable (at 12/31/2023) | Pre-IPO schedules include five annual installments or IPO-linked tranches | $12.68 | 4/24/2029 |
| Stock Options | 7/18/2018 | 153,894 exercisable; 23,676 unexercisable (at 12/31/2023) | Pre-IPO schedules include five annual installments or IPO-linked tranches | $8.45 | 7/18/2028 |
| Unvested RSUs | As of 12/31/2023 | 22,551 units; $453,275 market value (at $20.10 close) | Time-based; equal installments over 3 years | N/A | N/A |
Equity grant practice: annual grants are generally made on the second business day following the filing of the prior fiscal year Form 10-K; quantity is determined to target peer group median value (adjusted as needed) .
Equity Ownership & Alignment
| Metric | As of Record Date FY2023 (60,372,531 SO) | As of Record Date FY2024 (60,968,674 SO) |
|---|---|---|
| Beneficial Ownership (shares) | 241,495 (less than 1%) | 300,100 (less than 1%) |
| Options currently exercisable or within 60 days | 237,220 | 289,345 |
| Shares Pledged | Company policy prohibits pledging | Company policy prohibits pledging |
| Hedging/Shorting | Company policy prohibits hedging/shorting | Company policy prohibits hedging/shorting |
| Ownership Guidelines | Guidelines exist (details not disclosed in proxy) | Guidelines exist (details not disclosed in proxy) |
Trading Arrangements (Insider Selling Pressure)
| Name & Title | Date Adopted | Arrangement Type | Max Shares to be Sold | Duration |
|---|---|---|---|---|
| Jay Wolszczak, CLO/GC & Secretary | 3/12/2025 | Rule 10b5-1 Plan | Up to 70,000 shares (subject to limit prices) | Through 3/12/2026 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Offer Letter | Entered April 2018; eligible for annual cash incentive; executive health program; reimbursements (cell/fitness/licensing) . |
| Severance (offer letter) | If terminated without “cause,” continued base salary for 12 months (subject to release) . |
| “Cause” (offer letter) | Defined to include felony, misconduct, fraud, embezzlement, willful conduct injurious to company, policy violations, failure to follow directions, etc. . |
| Executive Severance Plan (adopted Mar 2025) | Without cause/for good reason: lump sum = 1.5× base salary (for executives other than CEO) + 1× target annual bonus + COBRA premium multiple; CIC + termination within 2 years: lump sum = 2× base salary + 2× target annual bonus + COBRA premium multiple; full vesting of unvested 2021 Plan awards upon qualifying CIC termination . |
| Equity Acceleration (award agreements) | If terminated without cause/for good reason on or before first anniversary of a change in control: unvested options/RSUs accelerate up to the lesser of all remaining unvested or 37.5% of the award for Wolszczak; qualifying CIC termination within two years vests awards in full under Severance Plan . |
| Clawback | Incentive-based compensation recovery policy compliant with Nasdaq Rule 5608; recovery upon restatement tied to financial reporting measures . |
| Insider Trading Policy | Prohibits short sales, options on company stock, pledging/margin, and hedging; sets pre-clearance and 10b5-1 plan parameters; full policy filed as 10-K exhibit . |
Investment Implications
- Pay-for-performance alignment: FY2024 bonus design anchors 70% of cash incentive to Adjusted EBITDA, with a 113.1% payout on the company metric and 100% on individual objectives; equity is granted with multi-year vesting and practice targeting peer median values, supporting retention and long-term alignment .
- Insider selling pressure: A Rule 10b5-1 plan allows sales of up to 70,000 shares through March 12, 2026, indicating programmed liquidity; contextually, Wolszczak’s beneficial ownership was 300,100 shares as of the 2025 record date and options exercisable within 60 days totaled 289,345 shares .
- Change-in-control economics: The March 2025 Executive Severance Plan increases severance multiples and provides full vesting upon qualifying CIC termination, while award agreements provide 37.5% acceleration on certain CIC-linked terminations—useful for modeling potential transaction outcomes and retention incentives .
- Risk controls: Anti-hedging/anti-pledging policies and a Nasdaq-compliant clawback mitigate misalignment and reputational risks; no related-party transactions or legal proceedings are disclosed in the cited materials .
Additional governance context: First Watch remains an emerging growth company and is not required to hold say‑on‑pay votes; compensation tables provide granular NEO disclosure for FY2024 .