Cliff Burrows
About Cliff Burrows
Cliff Burrows (age 65) has served on Sweetgreen’s Board since June 2020 and is currently Lead Independent Director. He brings over two decades of restaurant-operations leadership from Starbucks, where he is Executive Advisor to the CEO (since April 2022) and previously held senior operating roles including Group President, U.S. & Americas, and President, Starbucks U.S. . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation | Group President, Siren Retail | Oct 2016 – Jan 2020 | Senior operating leadership for new formats/retail concepts |
| Starbucks Corporation | Group President, U.S. & Americas | Sep 2011 – Oct 2016 | Led large U.S./Americas segment operations |
| Starbucks Corporation | President, Starbucks U.S. | Mar 2008 – Sep 2011 | U.S. field operations leadership |
| Starbucks Corporation | Various executive roles | Apr 2001 – Jan 2020 | Multi-decade operating leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Starbucks Corporation | Executive Advisor to the CEO | Since Apr 2022 | Advisory role; not disclosed as a directorship |
Board Governance
- Lead Independent Director: Appointed in 2021; presides over executive sessions of independent directors, acts as liaison with the Chair/CEO, and consults on agendas/schedules, providing balance to combined Chair/CEO structure .
- Independence: Board determined Burrows is independent under NYSE standards; no disqualifying relationships identified .
- Committee assignments (FY2024): Audit Committee member; Compensation Committee Chair; not listed on NESG. Committee activity: Audit met 5x; Compensation 6x; NESG 3x .
- Attendance: The Board met 4x in FY2024; each director attended at least 75% of Board and committee meetings held during their service .
Committee Memberships (as of proxy date)
| Director | Audit | Compensation | NESG |
|---|---|---|---|
| Cliff Burrows | ● | ● (Chair) | — |
Fixed Compensation
| Component (FY2024 unless noted) | Amount | Notes |
|---|---|---|
| Cash fees earned | $85,000 | Matches LID retainer ($70,000) plus Compensation Committee Chair fee ($15,000) under policy . |
| Equity grant (grant-date fair value) | $218,480 | Annual fully vested RSU award; policy targets $200,000 value per non-employee director . |
| Total | $303,480 | Sum of cash and equity . |
Policy detail for non-employee directors: annual cash retainer $50,000; Lead Independent Director retainer $70,000 (in lieu of $50,000); Chair fees—Audit $20,000, Compensation $15,000, NESG $10,000; annual fully vested RSU equal to $200,000; optional deferral of director RSUs permitted .
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director bonus/PSUs | None disclosed for non-employee directors | Not applicable (director RSUs are fully vested at grant under policy) . |
Note: Company-wide annual bonus performance metrics (for executives, not directors) were based 50/50 on Revenue and SGSC Bonus Adjusted EBITDA with threshold/target/maximum levels; not applicable to director pay .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflicts Note |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Burrows in the proxy biography . The Compensation Committee reports no interlocks or insider participation among its members (which includes Burrows) . |
Expertise & Qualifications
- Restaurant operations and multi-unit scaling expertise from Starbucks senior leadership roles (U.S. and Americas) .
- Governance experience as Lead Independent Director and Compensation Committee Chair; Audit Committee member .
- Board risk oversight participation: Audit (financial reporting, legal/compliance, food safety and cybersecurity shared oversight) and Board-wide risk oversight processes .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 96,148 shares (<1%) as of April 1, 2025 . |
| RSUs outstanding (as of 12/29/2024) | 10,417 RSUs (aggregate outstanding per director table; may reflect deferral elections) . |
| Pledging/Hedging | Insider Trading Policy prohibits hedging and options trading; pledging requires Board approval and is generally restricted—policy carveout for founders only. No pledges disclosed for Mr. Burrows; founders’ pledge disclosure noted separately . |
| Ownership guidelines | Non-employee directors must hold 5x annual cash retainer; compliance timing is later of 2/13/2024 or end of calendar year containing 5th anniversary of joining. For Burrows (joined June 2020), compliance date is by 12/31/2025; only Moon and Blumenthal were required and satisfied in 2024 . |
Governance Assessment
-
Strengths
- Clear independence: Board affirmatively determined Burrows is independent; he serves as Lead Independent Director, enhancing Board counterbalance to combined Chair/CEO .
- High engagement indicators: Committee leadership (Compensation Chair) and Audit membership; Board and committees met regularly; directors met the ≥75% attendance threshold .
- Pay structure aligned with governance norms: Majority of director compensation delivered as equity (fully vested RSUs), with clear cash retainer schedule; deferral available to align with long-term value .
- Compensation Committee practices: Use of independent consultant (Semler Brossy) with independence confirmed; Committee charter includes clawbacks oversight and succession planning—positive for governance rigor .
- Shareholder sentiment: Say-on-pay approval over 99% in 2024, signaling strong investor support for compensation governance (contextual support for Board credibility) .
-
Potential watch items
- Combined CEO/Chair structure: Mitigated by Burrows’ robust Lead Independent Director role and responsibilities .
- Dual-class voting and founder share pledges: Not related to Burrows specifically, but relevant context for overall governance risk (e.g., 1,000,000 Class B shares pledged by CEO; company hedging/pledging restrictions otherwise tight) .
-
Conflicts/Related-party exposure
- The Audit Committee oversees related-party transactions under a formal policy; the Board’s independence determination found no material or disqualifying relationships for Burrows .
Director Compensation Detail (FY2024)
| Metric | Amount |
|---|---|
| Fees earned (cash) | $85,000 |
| Stock awards (grant-date fair value) | $218,480 |
| Total | $303,480 |
| Outstanding RSUs (as of 12/29/2024) | 10,417 |
Board/Committee Activity & Attendance (FY2024)
| Body | Meetings | Notes |
|---|---|---|
| Board | 4 | All directors ≥75% attendance; Burrows presided over independent executive sessions as Lead Independent Director . |
| Audit Committee | 5 | Shared oversight of food safety and cybersecurity; reviews related-party transactions . |
| Compensation Committee | 6 | Chair: Cliff Burrows; oversight of executive comp, clawbacks, succession, HCM . |
| NESG Committee | 3 | Not a member (context) . |
Independence and Structure
| Item | Status |
|---|---|
| Independence (NYSE) | Independent |
| Lead Independent Director | Yes; duties include presiding at executive sessions and agenda-setting with Chair/CEO |
| Committee roles | Audit (member), Compensation (Chair) |
No other public company directorships are disclosed for Mr. Burrows in the 2025 proxy; his primary external affiliation is as Executive Advisor to Starbucks’ CEO .