Neil Blumenthal
Director at SG
Board
About Neil Blumenthal
Neil Blumenthal, age 44, has served as an independent director of Sweetgreen, Inc. since April 2018. He is Co‑Chief Executive Officer and co‑founder of Warby Parker (since 2010). He holds a B.A. from Tufts University and an MBA from The Wharton School. His consumer and technology operating background informs Sweetgreen’s Compensation Committee oversight and brand strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warby Parker | Co‑Chief Executive Officer; Co‑Founder | 2010–present | Scaled consumer DTC brand; relevant to consumer, e‑commerce, and product strategy |
| Sweetgreen (SG) | Director (independent) | Since Apr 2018 | Member, Compensation Committee |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Warby Parker (public) | Director | N/D | Interlock: SG director Bradley Singer also serves on Warby Parker’s board |
| Allbirds (public) | Director | N/D | Consumer brand board experience |
| Warby Parker Impact Foundation | Director | N/D | Non‑profit governance |
| Partnership Fund for New York City | Director | N/D | Economic development non‑profit |
| Tech:NYC | Director | N/D | Tech policy non‑profit |
| Robin Hood Foundation | Director | N/D | Philanthropy non‑profit |
| Good Friends, LLC | General Partner | N/D | Venture capital; potential investment network touchpoints |
Board Governance
- Independence: The Board affirmatively determined Blumenthal is independent under NYSE standards; no material disqualifying relationship with Sweetgreen was found .
- Committee assignments: Member, Compensation Committee (chair: Cliff Burrows). Not on Audit or NESG committees .
- Attendance: The Board met four times in FY 2024; each director attended at least 75% of Board and relevant committee meetings .
- Lead Independent Director: Cliff Burrows serves as Lead Independent Director; presides over executive sessions of independent directors .
- Stock ownership guidelines: Non‑employee directors must own at least 5× annual cash retainer; Blumenthal was required to comply and satisfied the 2024 requirement .
- Hedging/pledging policy: Hedging and publicly traded options are prohibited; pledging requires Board approval (founder‑specific pledge permission noted, not applicable to Blumenthal) .
- Related party oversight: Audit Committee reviews related party transactions; independence review found no material relationship for Blumenthal .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Details |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non‑employee director retainer per policy |
| Committee chair/member fees | $0 | No chair role; policy provides chair retainers only (Audit $20k; Comp $15k; NESG $10k) |
| Lead independent director premium | $0 | Applicable only to the Lead Independent Director ($70k in lieu of $50k) |
Performance Compensation
| Equity Component (FY 2024) | Grant/Value | Vesting/Structure | Notes |
|---|---|---|---|
| Annual RSU grant (fully vested) | $218,480 grant‑date fair value | Annual RSUs granted at each annual meeting; fully vested at grant per policy | RSUs outstanding at 12/29/2024: 10,417 units |
| Deferral program | N/A | Directors may defer receipt of vested RSUs per 409A‑compliant program | — |
No performance metrics are tied to non‑employee director equity grants; RSUs are fully vested at grant to align directors with shareholder value .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock | Governance Considerations |
|---|---|---|---|
| Warby Parker | Public | Interlock with SG director Bradley Singer (both on WRBY’s board) | Information flow benefits; monitor potential conflicts if any SG vendor/customer overlap |
| Allbirds | Public | None disclosed at SG | Consumer brand oversight experience |
Expertise & Qualifications
- Education: B.A. (Tufts), MBA (Wharton) .
- Functional expertise: Founder/CEO experience in consumer product and technology; relevant to brand, product, omnichannel, and customer acquisition .
- Board qualification: Independent director experienced in executive compensation oversight and human capital strategy through Compensation Committee membership .
Equity Ownership
| Item | Quantity/Status | Source |
|---|---|---|
| Beneficial ownership (Class A shares) as of Apr 1, 2025 | 85,417 shares | Beneficial owners table |
| RSUs outstanding (as of 12/29/2024) | 10,417 units | Director compensation table |
| Insider trades – post‑transaction holdings (as of 6/12/2025) | 99,172 shares after RSU award | Form 4 |
Insider Trades (chronological)
| Transaction Date | Type | Shares | Price | Post‑Txn Holdings | Filing Link |
|---|---|---|---|---|---|
| 2024‑06‑13 | Award (RSU) | 6,485 | $0 | 112,637 | |
| 2024‑11‑20 | Sale | 15,337 | $37.70 | 97,300 | |
| 2024‑11‑20 | Sale | 6,883 | $38.36 | 90,417 | |
| 2024‑11‑26 | Sale | 5,000 | $43.44 | 85,417 | |
| 2025‑06‑12 | Award (RSU) | 13,755 | $0 | 99,172 |
Governance Assessment
- Independence and attendance: Independent under NYSE rules; attendance at or above 75% threshold in FY 2024, meeting baseline governance expectations .
- Committee effectiveness: As Compensation Committee member, participates in CEO and executive pay oversight, clawback policy administration, and human capital strategy; Committee uses independent consultant (Semler Brossy) with no identified conflicts .
- Ownership alignment: Complies with 5× retainer stock ownership guideline; equity grants constitute the majority of director compensation ($218,480 RSUs vs $50,000 cash in FY 2024), reinforcing alignment with TSR and valuation outcomes .
- Insider signals: Net selling in Nov 2024 around rising prices, followed by RSU awards in Jun 2024 and Jun 2025; post‑award holdings rose to 99,172 as of Jun 12, 2025. Sales were modest in size relative to total outstanding shares and consistent with routine diversification .
- Potential conflicts/interlocks: Dual service with Bradley Singer on Warby Parker’s board suggests information flow benefits; independence determination and Audit Committee related‑party oversight mitigate conflict risk, but investors should monitor any future commercial overlaps .
- Policies: Hedging banned; pledging restricted and requires approvals; no pledge disclosure identified for Blumenthal in the beneficial ownership footnotes (founder pledge noted separately) .
Overall investor confidence signals: Strong say‑on‑pay support in 2024 (over 99%) and formal ownership/clawback policies support governance quality; Blumenthal’s equity‑heavy compensation and guideline compliance reinforce alignment .
Director Compensation (FY 2024)
| Metric | Amount |
|---|---|
| Cash Fees | $50,000 |
| Equity Awards (RSUs, grant‑date fair value) | $218,480 |
| Total | $268,480 |
| RSUs Outstanding (12/29/2024) | 10,417 units |
Board Governance Details
| Committee | Role | FY 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Member | 6 meetings | Oversees exec pay, clawbacks, HCM; independent members |
| Audit | — | 5 meetings | Audit chair is Bradley Singer; financial expert designation |
| NESG | — | 3 meetings | Oversees ESG, governance practices |
Related-Party and Risk Indicators
- Independence review found no material relationship for Blumenthal with Sweetgreen .
- Audit Committee oversees related party transactions and risk management (including food safety and cybersecurity) .
- No hedging; pledging restricted; founders’ pledge disclosed separately; not indicated for Blumenthal .
- Compensation Committee interlocks: None disclosed (no reciprocal exec/director service affecting SG Compensation Committee) .
Say‑On‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay approval exceeded 99%, indicating robust shareholder support for compensation programs .
Expertise & Qualifications
- Education: Tufts (B.A.), Wharton (MBA) .
- Industry experience: Consumer product, technology, DTC brand scaling; qualifies him for strategic oversight in compensation and growth initiatives .
Equity Ownership Table
| Item | Value | Citation |
|---|---|---|
| Class A shares beneficially owned (Apr 1, 2025) | 85,417 | |
| RSUs outstanding (12/29/2024) | 10,417 | |
| Post‑transaction holdings (6/12/2025) | 99,172 |
Governance Summary
- Strengths: Independence, attendance, equity‑weighted pay, ownership guideline compliance, clawback policy, strong say‑on‑pay support, relevant operator experience .
- Watch items: Board interlock on Warby Parker with another SG director (Singer); continue monitoring for any related‑party transactions or commercial overlaps; track insider activity for alignment signals .