Dawn Ostroff
About Dawn Ostroff
Dawn Ostroff (age 65) was nominated for election to Sweetgreen’s Board at the June 12, 2025 annual meeting and has been affirmatively determined by the Board to be independent under NYSE standards . She previously served as Chief Content & Advertising Business Officer at Spotify (Aug 2018–Apr 2023) and held executive roles at Condé Nast Entertainment, The CW Network, Lifetime and UPN; she currently sits on Mattel’s Board and previously served on Paramount Global, Activision Blizzard, and Westfield Corporation boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spotify Technology | Chief Content & Advertising Business Officer | Aug 2018 – Apr 2023 | Oversaw global content, content operations, and advertising revenue |
| Condé Nast Entertainment | Executive leadership | Not disclosed | Content strategy leadership |
| The CW Network | Executive leadership | Not disclosed | Network programming leadership |
| Lifetime Entertainment Services | Executive leadership | Not disclosed | Content portfolio management |
| United Paramount Network (UPN) | Executive leadership | Not disclosed | Network management |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Mattel | Director (current) | Not disclosed | Not disclosed |
| Paramount Global | Director (prior) | Not disclosed | Not disclosed |
| Activision Blizzard | Director (prior) | Not disclosed | Not disclosed |
| Westfield Corporation | Director (prior) | Not disclosed | Not disclosed |
Board Governance
- Independence: The Board affirmed Ostroff’s independence under NYSE rules (no material or disqualifying relationship) .
- Election result: Strong shareholder support with 193,633,544 FOR votes, 302,084 WITHHOLD; broker non-votes 13,703,787 .
- Committee assignments: The Board intended to update committee composition immediately after the Annual Meeting due to director changes; specific assignments for Ostroff were not disclosed in the proxy .
- Board structure: CEO Jonathan Neman serves as Chair; Cliff Burrows is Lead Independent Director .
- Attendance baseline: In FY 2024, the Board met four times; each member attended ≥75% of Board and committee meetings (Ostroff not yet on the Board in 2024) .
Fixed Compensation
| Component | Policy Terms | Amount |
|---|---|---|
| Annual cash retainer | Non-employee director annual retainer | $50,000 |
| Lead Independent Director retainer | In lieu of standard retainer | $70,000 |
| Committee chair fees | Audit / Compensation / NESG | $20,000 / $15,000 / $10,000 |
Reference – FY2024 actual for sitting directors:
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Neil Blumenthal | 50,000 | 218,480 | 268,480 |
| Julie Bornstein | 50,000 | 218,480 | 268,480 |
| Cliff Burrows (Lead Ind.) | 85,000 | 218,480 | 303,480 |
| Valerie Jarrett (NESG Chair) | 60,000 | 218,480 | 278,480 |
| Youngme Moon | 50,000 | 218,480 | 268,480 |
| Bradley Singer (Audit Chair) | 70,000 | 218,480 | 288,480 |
Notes:
- Dawn Ostroff’s individual cash fees for 2025 will depend on committee roles; these were not disclosed as of the proxy/8-K filings .
Performance Compensation
Director equity is not performance-based; Sweetgreen grants fully vested RSUs to non-employee directors at the annual meeting.
| Equity Component | Grant Mechanics | Vesting | Deferral Options |
|---|---|---|---|
| Annual RSU grant | Granted to each non-employee director serving at annual meeting | Fully vested; economic value $200,000 | Directors may defer receipt of shares under a Board-approved Section 409A program (timing per policy) |
No performance metrics apply to director compensation at Sweetgreen; RSUs are fully vested at grant for non-employee directors .
Proration rule for off-cycle appointments:
- If a non-employee director joins after an annual meeting, a prorated fully vested RSU may be granted based on start quarter; otherwise the full $200,000 grant is at the next annual meeting .
Other Directorships & Interlocks
- Current public board: Mattel .
- Prior public boards: Paramount Global, Activision Blizzard, Westfield .
- Potential conflicts: The Board’s independence determination found no material or disqualifying relationships for Ostroff; no related-party transactions involving her are disclosed .
Expertise & Qualifications
- Media and technology leadership with global content, advertising, and brand storytelling expertise (Spotify, Condé Nast, CW, Lifetime, UPN) .
- Boardroom experience across large-cap consumer and media firms (Mattel; prior Activision Blizzard, Paramount, Westfield) .
- Strategic value to Sweetgreen: consumer engagement, digital innovation, and brand-building aligned with Sweetgreen’s mission .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Voting Power | Notes |
|---|---|---|---|---|
| Dawn Ostroff (as of Apr 1, 2025) | 0 | — | * | Newly nominated; subsequent RSU grant details not disclosed |
Stock ownership guidelines (alignment):
- Non-employee directors must own Sweetgreen stock equal to 5x the annual cash retainer; compliance date is the later of Dec 31, 2030 or the end of the calendar year containing the 5th anniversary of first becoming a director (amended Mar 2025) .
- Hedging prohibited; options trading prohibited; pledging requires Board approval and legal pre-clearance; founders have a separate pledging policy (no director carve-out beyond standard approval) .
Governance Assessment
- Independence and conflicts: Ostroff is independent under NYSE rules; no material relationships identified—supports board effectiveness and investor confidence .
- Shareholder mandate: Near-unanimous election outcome (193.6M FOR vs 0.3M WITHHOLD) signals strong support for her addition to the Board .
- Compensation alignment: Director pay mix weighted to equity via fully vested RSUs at the annual meeting; stock ownership guidelines mandate meaningful personal stake—positive alignment .
- Committee roles: Board indicated committees would be reconstituted post-meeting; absence of disclosed assignments limits assessment of her oversight footprint (Audit/Comp/ESG) .
- Broader governance signals: 2025 Say-on-Pay passed with 192.1M FOR votes, reflecting broader support for compensation governance at Sweetgreen .
- Policies: Strong insider trading/hedging restrictions and governance guidelines mitigate alignment risks .
Overall, Ostroff brings deep consumer/media expertise and board experience with strong shareholder backing; while specific committee assignments are pending, independence and alignment policies support governance quality at Sweetgreen .