Robert Conti
About Robert Conti
Robert Conti, 55, is Chief Information Officer of First Watch (FWRG) since August 2024, after serving as Senior Vice President, Technology from March 2019 to August 2024. Prior roles include Systems Engineering Manager (Commercial) at Cisco (Feb 2018–Mar 2019), Chief Technology Officer at Holiday Retirement (Aug 2017–Feb 2018), and 18 years at Hard Rock International culminating as Vice President of Technology (May 1999–Aug 2017) . First Watch’s executive bonus design is tied primarily to Adjusted EBITDA; FY2024 Adjusted EBITDA was $113.8M versus $99.5M in FY2023, indicating year-over-year improvement; the FY2024 company-performance payout factor was 113.1% under the bonus plan framework . Education not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Watch Restaurant Group, Inc. | Chief Information Officer | Aug 2024–Present | — |
| First Watch Restaurant Group, Inc. | SVP, Technology | Mar 2019–Aug 2024 | — |
| Cisco Systems, Inc. | Systems Engineering Manager, Commercial | Feb 2018–Mar 2019 | — |
| Holiday Retirement | Chief Technology Officer | Aug 2017–Feb 2018 | — |
| Hard Rock International | Vice President of Technology | May 1999–Aug 2017 | — |
External Roles
No external directorships or committee roles disclosed for Conti in the proxy’s executive officer section .
Fixed Compensation
- As an Emerging Growth Company (EGC), First Watch discloses compensation details for a limited set of named executive officers (NEOs: CEO, CFO, CLO). CIO-specific base salary and bonus details are not disclosed in the proxy .
Performance Compensation
First Watch’s Executive Bonus Plan applies to executive officers (including the CIO). The plan uses corporate Adjusted EBITDA and individual objectives with defined weightings and thresholds.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (FY2024) | 70% of target bonus for execs | Threshold >85%; Target 100%; Max 125.7% funds pool to 200% | $113.8M Adjusted EBITDA | 113.1% company-performance payout factor | N/A (cash bonus) |
| Individual Business Objectives (FY2024) | 30% of target bonus for execs | Objectives set at year start | Not disclosed for CIO; NEOs achieved 100% of individual portion | Not disclosed for CIO | N/A |
Bonus pool mechanics: funded only if corporate performance exceeds 85% of target; at target funds 100%; at/above 125.7% funds 200% .
Equity Ownership & Alignment
- Insider Trading Policy prohibits hedging, pledging, margin accounts, and short sales; standing/limit orders are restricted outside properly established Rule 10b5-1 plans and pre-clearance windows .
- Clawback Policy complies with Nasdaq Rule 5608; incentive compensation based wholly or partly on financial reporting measures is recoverable in event of restatement due to material noncompliance .
- Stock ownership guidelines are part of Corporate Governance Guidelines; specifics (multiples of salary, timelines) not detailed in the proxy text provided .
- Individual beneficial ownership for Conti is not disclosed; group ownership is shown below.
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| All Board members and executive officers as a group (17 persons) | 3,864,923 | 6.0% |
Equity Award Vesting Mechanics (Plan-level)
| Award Type | Grant Context | Vesting Terms |
|---|---|---|
| Stock Options (pre-IPO grants) | 2017 Plan | Time-based equal installments over first five anniversaries of grant; remaining portion vested one-third on each of first two IPO anniversaries and on the 273rd day following the second anniversary |
| Options & RSUs (post-IPO grants under 2021 Plan) | Annual and new-hire grants | Time-based vesting in equal installments on each of the first three anniversaries of grant, subject to continued employment |
| Grant Timing Practice | Annual cadence | Generally, grants occur on the second business day following filing of the Annual Report on Form 10-K; new hires receive grants on the second business day following the first to occur of 10-K or 10-Q filing after hire |
Employment Terms
Executive Severance Plan (adopted March 2025)
| Scenario | Role Category | Base Salary Multiple | Target Bonus Multiple | COBRA Premium Multiple | Equity Treatment |
|---|---|---|---|---|---|
| Termination without Cause or for Good Reason (non-CIC) | Other executive officers (includes CIO) | 1.5x | 1.0x | 1.5x | Not specified to accelerate; treatment governed by 2021 Plan/award terms |
| Change in Control + Termination within 2 years (double-trigger) | Other executive officers (includes CIO) | 2.0x | 2.0x | 2.0x | Full vesting of all outstanding unvested awards under 2021 Plan |
- Participation agreements stipulate the Severance Plan governs severance and equity treatment, superseding other severance rights; ongoing restrictive covenants apply per Plan Section 5.1 (details not specified in excerpt) .
- Plan funding is unfunded; binding on successors; payment obligations are absolute; includes fee reimbursement/indemnification if the executive prevails in litigation enforcing the plan .
Clawback and Trading Controls
- Incentive-based compensation recovery policy for restatement-related errors .
- Prohibition on hedging/pledging/shorting and constraints on trading windows/standing orders .
Equity Grant Guidelines
| Item | Detail |
|---|---|
| Award mix | Non-qualified stock options and RSUs sized to approximate peer group median grant date value, adjusted as needed |
| Valuation method | Options valued via Black-Scholes; RSUs converted based on closing stock price on grant date |
| Timing | Annual grants typically made on second business day after 10-K filing; new hires on second business day after first 10-K or 10-Q filing post-hire |
| Vesting | Post-IPO awards vest in three equal annual tranches; pre-IPO options follow five-year schedules with IPO-specific vesting tranches |
Performance & Track Record
| Metric | FY2023 | FY2024 |
|---|---|---|
| Adjusted EBITDA ($USD Millions) | $99.5 | $113.8 |
- Adjusted EBITDA improved year-over-year; the FY2024 bonus company-performance payout factor was 113.1% under plan rules .
- As EGC, say-on-pay is not required; thus shareholder advisory vote outcomes are not available .
Investment Implications
- Alignment: Company-wide prohibitions on hedging/pledging and presence of a compliant clawback reduce misalignment and governance risk; equity grants vest over three years, supporting medium-term retention and alignment .
- Retention/Turnover Risk: The Severance Plan provides 1.5x base plus 1x target bonus for non-CIC terminations and 2x base plus 2x target bonus with full equity vesting upon double-trigger CIC, which lowers voluntary departure friction but could increase parachute economics in a sale scenario . Watch for 10-K filing dates as grant timing anchors, implying recurring vest dates that can coincide with potential 10b5-1 sales windows .
- Pay-for-Performance: With Adjusted EBITDA as the primary corporate metric and FY2024 performance above target (113.8M, 113.1% payout factor), the structure ties incentives to profitability throughput; CIO incentives are governed by the same framework, though CIO-specific payouts are not disclosed due to EGC limitations .
- Trading Signals: Insider trading constraints and pre-clearance reduce opportunistic selling; lack of pledging mitigates forced-sale risks. Monitor future Form 4s for CIO activity and vest-driven selling cadence, especially around annual grant anniversaries aligned to post-10-K cycles .