Nathaniel Ru
Director at SG
Board
About Nathaniel Ru
Nathaniel Ru, age 39, is a Sweetgreen co‑founder who has served on the Board since October 2009. He served as Co‑Chief Executive Officer from 2009–2017 and as Chief Brand Officer since December 2017; he has also served as Treasurer since December 2020. Mr. Ru holds a B.S. from Georgetown University’s McDonough School of Business. The Board has determined he is not independent due to his employment with Sweetgreen; effective December 30, 2024 he ceased to be an executive officer but continued as an employee; since then his annual base salary is $375,000 with a 50% target bonus for 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sweetgreen, Inc. | Co‑Chief Executive Officer | Oct 2009 – Dec 2017 | Co‑founder; led early growth and strategy |
| Sweetgreen, Inc. | Chief Brand Officer | Dec 2017 – present | Oversees brand and culinary positioning |
| Sweetgreen, Inc. | Treasurer | Dec 2020 – present | Corporate officer responsibilities |
| Sweetgreen, Inc. | Director | Oct 2009 – present | Long-tenured founder-director |
External Roles
- No public company directorships or external committee roles are disclosed for Mr. Ru in the 2025 proxy .
Board Governance
- Independence and role: The Board determined Messrs. Neman, Jammet, and Ru are not independent due to their employment with Sweetgreen .
- Committee assignments: Mr. Ru is not listed as a member of the Audit, Compensation, or Nominating, Environmental, Social and Governance (NESG) Committees .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in fiscal 2024 .
- Lead Independent Director: Cliff Burrows serves as Lead Independent Director; CEO Jonathan Neman chairs the Board (combined CEO/Chair structure) .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual base salary | $375,000 | Effective Dec 30, 2024; Mr. Ru ceased to be an executive officer but continued as an employee |
| Target bonus | 50% of 2025 base salary | Eligible for 2025; structure aligned to company bonus plan |
| Board fees | None | Employee directors (Neman, Jammet, Ru) receive no additional board compensation |
Performance Compensation
- 2024 SGSC Bonus Plan applied to named executive officers and, for founders (including the CEO), was approved by the independent directors; plan used two equally weighted financial goals: Revenue and “SGSC Bonus Adjusted EBITDA” (Adjusted EBITDA excluding plan accrual) .
- For 2024, Company performance exceeded both goals; however, due to uneven performance across the year and CEO recommendation, payouts were discretionarily reduced so that only the RSU portion of the target was paid (67.5% of target, settled entirely in fully vested RSUs). Founders were subject to the same discretionary reduction framework; specific payout dollar amounts for Mr. Ru were not disclosed .
| Metric | Threshold (40% payout) | Target (100% payout) | Maximum (150% payout) |
|---|---|---|---|
| Revenue | $637.9 million | $668.0 million | $701.4 million |
| SGSC Bonus Adjusted EBITDA | $10.4 million | $22.4 million | $35.7 million |
Plan settlement mechanics and 2024 outcome:
- Initial design: 40% RSUs / 60% cash; updated in May 2024 to 60% RSUs / 40% cash; over‑target amounts in 100% RSUs .
- 2024 achievement: 107.5% combined; payout reduced to 67.5% of target, settled entirely in fully vested RSUs (no cash) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Mr. Ru |
| Interlocks/relationships | Founders (including Mr. Ru) are parties to a stockholders’ agreement with registration rights; related parties include entities affiliated with founders and large holders (e.g., FMR) . |
| Cross‑trustee relationship | 180,904 Class B shares of Mr. Ru’s GRAT are held with Jonathan Neman serving as trustee (additional founder entanglement) . |
Expertise & Qualifications
- Founder/operator with deep brand and culinary leadership (Chief Brand Officer) .
- Education: B.S., Georgetown University’s McDonough School of Business .
Equity Ownership
| Holding detail | Amount | % Class A | % Class B | % Total Voting Power |
|---|---|---|---|---|
| Class A beneficially owned (includes options exercisable within 60 days) | 2,756,151 | 2.5% | — | — |
| Class B beneficially owned | 3,847,039 | — | 32.3% | — |
| Options exercisable within 60 days (Class A) | 2,471,052 | — | — | — |
| Total voting power | — | — | — | 18.1% |
Additional ownership considerations:
- No pledging disclosed for Mr. Ru. The company permits pledging by founders subject to limitations; one founder (not Mr. Ru) has pledged shares as collateral; hedging is prohibited by policy .
- Stock ownership guidelines: Directors who are also employees must own 5x base salary; compliance required by the later of Dec 31, 2030 or five years after becoming a director/executive officer; 2024 compliance was required and met only for Ms. Moon and Mr. Blumenthal; no specific compliance status is disclosed for Mr. Ru .
Related-Party Transactions (Potential Conflicts)
| Counterparty/Structure | Nature | FY2024 Payments | Mr. Ru’s Connection |
|---|---|---|---|
| Welcome to the Dairy, LLC (HQ landlord), indirectly owned in part by Luzzatto Opportunity Fund II, LLC | Lease of corporate HQ | $3.9 million | Mr. Ru (and other founders/CFO) hold indirect minority passive interests in Luzzatto Opportunity Fund II, which holds indirect equity in the property owner |
| Stockholders’ Agreement | Registration rights and governance arrangements with founders and certain investors | Not quantified | Mr. Ru and related entities are parties; includes entities affiliated with >5% holders (e.g., FMR) |
Governance Assessment
- Board independence/committee influence: Mr. Ru is not independent and holds no committee seats, limiting independent oversight influence. However, Board attendance thresholds were met in 2024. Strong lead independent director structure mitigates some risks, but combined CEO/Chair heightens reliance on independent directors (and Mr. Ru is not one) .
- Ownership alignment: Significant ownership (18.1% voting power) strongly aligns incentives but contributes to founder control via multi‑class structure. No pledging by Mr. Ru is disclosed; hedging is prohibited, and ownership guidelines for employee‑directors are in place with a long-dated compliance horizon .
- Compensation and pay governance: As an employee director, he receives no board fees; his employee pay is modest relative to peers (base $375k; 50% target bonus) and tied to company financial metrics. 2024 discretionary bonus reduction to RSUs only indicates responsiveness to performance variability .
- Related‑party exposure: The HQ lease through an entity in which founders hold passive indirect interests is a recurring related‑party transaction reviewed under policy; magnitude ($3.9M) is notable and should be monitored for arm’s‑length terms and Audit Committee oversight .
- Interlocks: Cross‑trustee relationship (Neman trustee of a Ru trust) and shared stockholders’ agreement represent founder entanglements that can concentrate influence; transparency is provided via proxy footnotes .
- Shareholder sentiment: Say‑on‑pay support exceeded 99% in 2024, indicating positive investor sentiment on compensation governance broadly; monitor as company transitions to sustained profitability .
RED FLAGS
- Non‑independent founder‑director with substantial voting power and no committee assignments reduces independent oversight leverage .
- Related‑party HQ lease: $3.9M annual payments to an entity linked to insiders (albeit via minority passive interests); requires continued Audit Committee scrutiny for arm’s‑length terms .
- Founder entanglements: Cross‑trustee holdings among founders could amplify coordinated control dynamics .