Stephanie Lilak

About Stephanie Lilak

Stephanie Lilak (age 55) has served as an independent Class I director of First Watch Restaurant Group since June 2022, with her current term expiring at the 2025 Annual Meeting and nominated for re‑election through 2028 . She is Executive Vice President and Chief People Officer at Mondelēz International (since January 2024), and previously served as Chief People Officer at Bumble Inc. (November 2021–December 2023), Senior Vice President/Chief Human Resources Officer at Dunkin’ Brands (July 2019–November 2021), following 23 years at General Mills in HR leadership (including VP, Human Resources for North America Retail, January 2016–July 2019) . The Board has affirmatively determined she is independent under Nasdaq rules; in 2024 each director attended at least 75% of Board and applicable committee meetings, indicating baseline engagement .

Past Roles

External Roles

Board Governance

• Committee assignments and roles:
  • Compensation Committee Chair; members: Ralph Alvarez, Michael Fleisher, Tricia Glynn, Stephanie Lilak; 4 meetings and 3 written consents in FY2024 .
  • Not currently listed on Audit or Nominating in 2025 proxy; Audit Committee members are Alvarez, Jemley (Chair), Solheim; Nominating & Corporate Governance members are Alvarez, Britt (Chair), Paresky, Kussell .
• Independence and board structure:
  • Board composed mostly of independent directors; Lilak affirmatively determined independent under Nasdaq rules .
  • Independent Chair (Ralph Alvarez), with defined liaison and oversight responsibilities .
• Attendance and engagement:
  • Board held 5 meetings; each director attended ≥75% of Board and applicable committee meetings in FY2024 .
• Investor support signal:
  • 2025 annual meeting election results for Lilak: For 52,009,219; Withheld 1,851,385; Broker Non‑Vote 4,157,258 .

Fixed Compensation (Director)

Policy changes:

• Effective FY2025: cash retainer increased to $80,000; committee member/chair fees increased (Audit member $15,000/chair $30,000; Compensation member $12,500/chair $25,000; Nominating member $11,000/chair $22,000) .
• Effective July 2024: equity grant values increased for non‑employee directors to a base $140,000; Chair additional $60,000; RSUs vest on 1st anniversary .

Performance Compensation (Company plan overseen by Compensation Committee)

Notes:

• The Compensation Committee charter authorizes retention of independent compensation consultants and requires independence assessment under Nasdaq/SEC factors .
• The Committee intends LT equity award grant values to approximate peer group median (peer list not disclosed) .

Other Directorships & Interlocks

Expertise & Qualifications

• Human Resources/Human Capital Management: integral element of career (“●” in the Board’s skills matrix) .
• Restaurant/retail/hospitality operations experience noted in matrix; executive‑level leadership (“C‑Suite/Executive Management”) .
• Biography underscores HR leadership across CPG, QSR, and consumer tech (Mondelēz, Dunkin’, Bumble; 23 years at General Mills) .

Equity Ownership

Alignment policies:

• Insider Trading Policy prohibits hedging, short sales, pledging/margin accounts, and options transactions except under proper 10b5‑1 plans .
• Corporate Governance Guidelines include stock ownership guidelines for directors (specific multiples not disclosed) .
• Company has a Nasdaq‑compliant incentive compensation clawback policy (Rule 5608) .

Governance Assessment

• Strengths:
  • Independent director and Chair of the Compensation Committee, with demonstrated human capital expertise aligned to material HCM risks in restaurant operations .
  • Strong shareholder support in latest election (52.0M “For” vs. 1.85M “Withheld”), indicating investor confidence relative to a peer nominee with significantly higher withholds (Kussell 14.86M) .
  • Robust alignment policies: prohibition on hedging/pledging, presence of clawback policy; no related‑party transactions >$120,000 in the past year .
  • Board structure features independent Chair and committee‑based risk oversight; Compensation Committee empowered to use independent advisors .
• Watchpoints:
  • Outside executive role at Mondelēz could increase time commitments; continued monitoring of attendance and engagement advisable (Board reported ≥75% attendance across directors) .
  • Advent is the largest shareholder with multiple affiliated directors; the Board determined independence despite Advent relationships, but investors often monitor potential influence on governance and compensation decisions .
• Signals:
  • FY2024 executive bonuses tied to Adjusted EBITDA with documented payout calibration (113.1%), supporting pay‑for‑performance oversight under Lilak’s committee leadership .
  • Increased non‑employee director equity grant values (effective July 2024) and updated FY2025 cash fee framework reflect competitive director compensation; ensure equity remains long‑term and time‑based to preserve alignment .

Additional Reference Tables

Director Compensation (FY2024)

Annual Meeting Vote Results (May 21, 2025)

Related‑Party Transactions Summary

• The company reported no transactions since the beginning of the last fiscal year in which the amount exceeded $120,000 and a related person had a direct or indirect material interest .