Jonathan Neman
About Jonathan Neman
Co-founder of Sweetgreen, Inc. (SG), age 40; President since Feb 2018 and CEO since Dec 2017; Chair of the Board and director since Oct 2009; B.S. from Georgetown University McDonough School of Business . 2024 execution marked Sweetgreen’s first full fiscal year with positive Adjusted EBITDA ($18.7M) on 16% revenue growth to $676.8M; same-store sales +6%; restaurant-level margin 20%; AUV $2.9M . Shareholder returns rebounded in 2024 (value of initial $100 investment: 116 vs 40 in 2023); net loss narrowed to $(90.4)M with positive Adjusted EBITDA .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sweetgreen | Co-CEO | 2009–2017 | Co-founded and led growth through early scale-up; board member since 2009 . |
| Sweetgreen | CEO | 2017–present | Re-accelerated growth, drove automation (Infinite Kitchen), and reached first full year of positive Adjusted EBITDA in 2024 . |
| Sweetgreen | President | 2018–present | Executive leadership over company operations and strategy . |
External Roles
- No other public-company board or executive roles disclosed in Neman’s biography; biography lists only Sweetgreen positions and education .
Board Service and Governance
- Board Chair and CEO combined; Cliff Burrows serves as Lead Independent Director since 2021 to balance governance (agenda-setting input, presides over independent sessions) .
- Board independence: a majority independent; founders (Neman, Jammet, Ru) are non-independent .
- Committee service: Neman is not on any board committees; current committees are Audit (Chair: Bradley Singer), Compensation (Chair: Cliff Burrows), NESG (Chair: Valerie Jarrett) .
- Attendance: Board met 4 times in FY24; all directors attended ≥75% of board/committee meetings .
- Director compensation: Neman receives no additional compensation for board service (compensated as NEO) .
Dual-role implications: The board explicitly prefers combined Chair/CEO for unified command and information flow; oversight mitigated by an empowered Lead Independent Director .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 350,000 | 461,538 | 542,308 (annual rate set to $550,000 in Feb-2024, +10% YoY) |
| Target Bonus (% of salary) | 100% | 50% | 100% |
| Non-Equity/Annual Bonus Paid ($) | — | 150,000 | 368,098 (paid in fully vested RSUs) |
| Other Compensation ($) | 144 | 11,010 | 144 |
Notes: 2024 base salary rate increased to $550,000; table shows salary earned in period . 2024 bonus paid entirely in fully vested RSUs per committee discretion .
Performance Compensation
2024 Annual Bonus Plan (weighting 50% Revenue / 50% SGSC Bonus Adjusted EBITDA)
| Metric | Weight | Threshold (40%) | Target (100%) | Max (150%) | Actual | Plan Achievement | Payout Form |
|---|---|---|---|---|---|---|---|
| Revenue ($) | 50% | 637.9M | 668.0M | 701.4M | 676.8M | 110% | Fully vested RSUs (see below) |
| SGSC Bonus Adj. EBITDA ($) | 50% | 10.4M | 22.4M | 35.7M | 25.0M | 105% | Fully vested RSUs (see below) |
| Combined | — | — | — | — | — | 107.5% | See payout below |
Payout and vesting mechanics:
- Mid-year change increased equity mix: 60% of target paid in fully vested RSUs (40% initially; raised to 60% on May 6, 2024); any payout above target paid 100% in vested RSUs; cash portion reduced to 40% of target .
- Discretion: Despite 107.5% achievement, committee (and independent directors for founders) paid only the equity portion (67.5% of target, entirely in fully vested RSUs). For Neman: $368,098 in vested RSUs .
Founder Performance RSUs (pre-IPO grant; price-vesting)
| Tranche Shares | Milestone (90-day VWAP) | Status/Date |
|---|---|---|
| 300,000 | $30.00 | Achieved 8/24/2024 |
| 300,000 | $37.50 | Achieved 12/12/2024 |
| 300,000 | $45.00 | Not achieved as of FY2024 |
| 300,000 | $52.50 | Not achieved as of FY2024 |
| 300,000 | $60.00 | Not achieved as of FY2024 |
| 300,000 | $67.50 | Not achieved as of FY2024 |
| 300,000 | $75.00 | Not achieved as of FY2024 |
- Transfer lock: For two years after any vest under Founder Awards, Neman may not transfer 50% of shares received (net of tax) .
- 2025 outlook: Board decided to provide Neman an annual equity award for FY2025 to better align with peers; no FY2024 annual equity award (Founder Awards considered in lieu through FY2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 3,767,889 Class A (3.5%) and 4,227,338 Class B (35.5%); 20.3% of total voting power (as of 4/1/2025) |
| Options exercisable (within 60 days of 4/1/2025) | 2,463,635 shares |
| Founder RSUs unearned/outstanding | 1,500,000 RSUs; valued $48,555,000 at $32.37 12/27/2024 close |
| Pledging | 1,000,000 Class B shares pledged as collateral (Board permits founder pledges within capped limits) |
| Hedging/margin | Hedging and holding in margin accounts prohibited |
| 2024 exercises/vests | Options exercised: 315,485; stock awards vested: 618,750; value realized on vesting $23,026,906 (includes Founder RSUs and early-exercised option vesting) |
| Stock ownership guidelines | CEO must own 6x base salary; compliance by later of 12/31/2030 or fifth anniversary of becoming exec; founders subject to guidelines since Mar 2025 update |
Implications:
- Strong economic alignment via multi-class voting and price-vesting Founder RSUs; however, pledged shares introduce downside-risk/forced-sale considerations (red flag) .
- Two-year 50% transfer lock on Founder Award shares reduces near-term selling pressure after each vest .
Employment Terms
| Scenario | Cash Severance | Bonus | Equity Acceleration |
|---|---|---|---|
| Termination without cause / resignation with good reason (non-CoC) | 12 months base salary (CEO) | Pro-rated target for year of termination | None (per 2019 Plan terms) |
| Double-trigger (within CoC window) | 18 months base salary (CEO) | Pro-rated target for year of termination | Acceleration per plan; estimated value for CEO $373,680 at 12/29/2024 |
Notes: Agreements are at-will; standard confidentiality; clawback policy implemented (Dodd-Frank compliant) . No excise tax gross-ups; limited perquisites (e.g., weekly store credits; occasional commuting expense coverage for founders) .
Performance & Track Record
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue ($M) | 584.0 | 676.8 |
| Same-Store Sales Change | 4% | 6% |
| Restaurant-Level Profit ($M) | 101.9 | 132.9 |
| Restaurant-Level Margin | 17% | 20% |
| AUV ($M) | 2.9 | 2.9 |
| Adjusted EBITDA ($M) | (2.8) | 18.7 |
TSR context and pay-versus-performance:
- Value of $100 investment (IPO date to FY-end): 2021: 112; 2022: 32; 2023: 40; 2024: 116 .
- “Compensation Actually Paid” to PEO (driven by stock awards fair value) moved with stock performance; $52.28M in 2024 vs $6.74M in 2023 and negative in 2022 due to stock declines .
Compensation Committee, Peers, Say-on-Pay
- Compensation Committee (independent): Burrows (Chair), Blumenthal, Moon; no interlocks; uses Semler Brossy as independent consultant .
- 2024 peer group emphasizes growth restaurants/lifestyle brands (e.g., CAVA, Shake Shack, Wingstop, Dutch Bros, First Watch, Jack in the Box, etc.) .
- Say-on-Pay: >99% support at 2024 AGM; annual frequency; design stresses at-risk pay, equity emphasis, revenue and Adjusted EBITDA targets, ownership guidelines, and clawback; no tax gross-ups .
Related Party and Policies
- Related party transactions reviewed under a formal policy (Item 404 standard); 2024 proxy does not list material related-party transactions involving Neman; Company occasionally covers founders’ commuting costs .
- Insider Trading Policy prohibits hedging and margin; founder pledging permitted under a cap with approvals .
Investment Implications
- Alignment: Very high exposure to equity outcomes through dual-class voting (20.3% voting power) and price-vesting Founder RSUs; ownership guidelines further align incentives .
- Vesting/supply dynamics: Founder RSUs vest in 300k-share tranches at higher stock price milestones; 50% of newly vested shares locked for two years, tempering near-term selling pressure; however, milestone-driven vesting can concentrate vest events and Form 4 activity .
- Governance risk: Combined CEO/Chair structure mitigated by an active Lead Independent Director, but still a watch item for independence; founders are non-independent .
- Pledging risk: 1,000,000 Class B shares pledged—introduces potential forced-sale risk in adverse markets; monitor Board’s cap and Form 4 disclosures for changes .
- Change-in-control economics: 18 months salary plus pro-rated target bonus and equity acceleration (estimated $373.7k as of YE24) are moderate; no tax gross-ups .
- Execution: 2024 results (rev +16%, positive Adj. EBITDA) and TSR rebound suggest improving fundamentals and compensation outcomes tied to tangible financial goals; continued delivery on revenue and profitability targets is key to future equity payouts and incentive alignment .