Montgomery Moran
Director at SG
Board
About Montgomery Moran
Montgomery “Monty” Moran, age 58, was elected as an independent director of Sweetgreen on June 12, 2025; he brings executive leadership experience from Chipotle Mexican Grill, where he served in various roles including Co‑CEO starting in January 2009. He holds a B.A. from the University of Colorado Boulder and a J.D. from Pepperdine University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chipotle Mexican Grill | Co‑CEO; various executive roles | Mar 2005 – Dec 2016; Co‑CEO from Jan 2009 | Led scaling and operational leadership during growth phase |
| Messner & Reeves (Denver law firm) | Head of litigation; Managing Partner & CEO | ~10 years prior to Chipotle | Led firm operations and litigation practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No current public company directorships disclosed for Moran |
Board Governance
- Independence: The Board affirmatively determined Moran is independent under NYSE standards .
- Committee assignments: The Board stated it would review and update committee composition immediately after the Annual Meeting to reflect departures and new elections; specific committee roles for Moran were not disclosed as of the proxy and subsequent filings reviewed .
- Board leadership: CEO Jonathan Neman serves as Chair; Cliff Burrows is Lead Independent Director .
- Executive sessions: Independent directors meet in executive session, presided over by the Lead Independent Director .
- Risk oversight: Board and Audit Committee share oversight of food safety, cybersecurity, compliance, and financial risk; NESG oversees governance and ESG; Compensation oversees pay risk and succession .
- Attendance (Board-level context): In FY2024, the Board met 4 times and each (then‑serving) member attended ≥75% of Board and committee meetings; Moran was not yet a director in FY2024 .
2025 Director Election Votes (Moran)
| Candidate | FOR | WITHHOLD | Broker Non‑Votes |
|---|---|---|---|
| Montgomery Moran | 192,931,948 | 1,003,680 | 13,703,787 |
Say‑on‑Pay (2025)
| Proposal | FOR | AGAINST | ABSTAIN | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 192,140,063 | 826,328 | 969,237 | 13,703,787 |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 | Paid in cash |
| Lead Independent Director retainer | $70,000 | In lieu of $50k retainer |
| Committee chair fees | Audit: $20,000; Compensation: $15,000; NESG: $10,000 | Paid in cash |
| Equity grant (Annual RSUs) | $200,000 value, fully vested at grant | Granted at each Annual Meeting to directors serving on that date |
| Deferral program | Optional deferral of RSU settlement to specified future dates/trigger events | Under Section 409A framework |
Based on policy, Moran, as a newly elected non‑employee director at the Annual Meeting, would be eligible for the $200,000 fully vested RSU grant made at that meeting .
Performance Compensation
| Element | Metrics | Structure |
|---|---|---|
| Director equity (RSUs) | None (not performance‑conditioned) | Fully vested at grant; no performance metrics disclosed for director equity |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Moran in SG’s 2025 proxy |
| Interlocks/potential overlaps | SG’s COO Jason Cochran previously held senior roles at Chipotle; SG’s CFO‑elect Jamie McConnell was a senior accounting executive at Chipotle. These management ties suggest network connectivity in restaurant operations; no director‑level interlocks or related party transactions disclosed for Moran . |
Expertise & Qualifications
- Restaurant leadership and scaling: Co‑CEO at Chipotle; operational experience through growth phases .
- Legal and governance acumen: Former head of litigation and managing partner/CEO at a law firm; JD credential .
- Industry perspective: Deep restaurant operations expertise aligned with SG’s focus on operational efficiency and growth .
Equity Ownership
| Holder | Shares (Class A) | % Ownership | Pledged | Notes |
|---|---|---|---|---|
| Montgomery Moran | 40,000 | <1% | None disclosed | As of April 1, 2025 |
- Stock ownership guidelines: Non‑employee directors must own stock equal to 5x annual cash retainer (i.e., 5 × $50,000); compliance required by December 31, 2030 for directors joining after Feb 13, 2024 .
- Hedging/pledging policy: Hedging prohibited; pledging requires Board approval and pre‑clearance; a founder has pledged shares, but no pledges disclosed for Moran .
Governance Assessment
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Strengths:
- Independent status with strong operational credentials from a leading fast‑casual chain; election received high support, signaling investor confidence .
- SG’s director pay structure is balanced and equity‑heavy ($200k fully vested RSUs plus modest cash retainer), supporting alignment; stock ownership guidelines increase long‑term alignment, with a clear compliance timeline for new directors .
- Robust governance framework across committees covering food safety, cybersecurity, ESG, compensation risk, and succession .
-
Watch items / potential conflicts:
- Committee assignments for Moran were not disclosed at or immediately after election; investors should monitor post‑meeting committee placements to assess board effectiveness and leverage his expertise .
- Network ties to Chipotle are notable across SG’s management (COO, CFO‑elect). While potentially synergistic for operations, investors should monitor for any real or perceived conflicts and ensure related‑party safeguards remain robust; no Moran‑related transactions were disclosed .
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Shareholder signals:
- 2025 say‑on‑pay support was strong (FOR: 192.1M), indicating broad approval of compensation practices and governance oversight .