SEC Form DEF 14A filed by CAVA Group Inc.

4/25/25 4:09:17 PM ET

$CAVA

Restaurants

Consumer Discretionary

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cava-20250425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

___________________________________

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12

CAVA GROUP, INC.

_________________________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒						No fee required.
☐						Fee paid previously with preliminary materials.
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14 Ridge Square NW, Suite 500
Washington, D.C. 20016
Telephone: (202) 400-2920

April 25, 2025

Fellow Stockholders:

You are cordially invited to attend CAVA Group, Inc.’s 2025 Annual Meeting of Stockholders on Friday, June 20, 2025 at 10:00 a.m. (Eastern Daylight Time). The Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast. To attend the Annual Meeting online, vote your shares electronically, and submit your questions during the live audio webcast, visit www.virtualshareholdermeeting.com/CAVA2025 and enter the control number shown on your Notice of Internet Availability of Proxy Materials. If you received a printed copy of the proxy materials, you will find your control number on the proxy card or the instructions that accompanied your proxy materials.

The enclosed Proxy Statement and accompanying proxy card are first being distributed or made available to stockholders, as the case may be, on or about April 25, 2025. Only CAVA stockholders of record at the close of business on April 21, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Annual Meeting. Whether or not you attend the Annual Meeting, your vote is important to us. To ensure that you will be represented, we ask you to vote by telephone, mail, or over the Internet as soon as possible.

On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued support and interest in CAVA.

Sincerely,

Brett Schulman
Co-Founder & CEO


			CAVA Group, Inc. 14 Ridge Square NW, Suite 500 Washington, D.C. 20016

To Our Stockholders

Notice of Annual Meeting of Stockholders

Date:

Friday, June 20, 2025

Time:

10:00 a.m. Eastern Daylight Time

Place:

Virtually at www.virtualshareholdermeeting.com/CAVA2025

The principal business of the Annual Meeting will be to:

Elect the three Class II directors named in this Proxy Statement to serve for a three-year term;

Approve, on an advisory basis, the compensation of our named executive officers;

Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers;

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025; and

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

You can vote at the Annual Meeting virtually or by proxy if you were a stockholder of record as of the close of business on April 21, 2025. By submitting your proxy (via the Internet, telephone or mail), you authorize Brett Schulman, Chief Executive Officer, Robert Bertram, Chief Legal Officer, and Tricia Tolivar, Chief Financial Officer, to represent you and vote your shares at the 2025 Annual Meeting in accordance with your instructions. They will also be authorized to vote your shares in their discretion on any other matters which may properly come before the Annual Meeting or at any postponement(s) or adjournment(s) of the meeting.

We are electronically disseminating our proxy materials to our stockholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials via the Internet. The Notice also provides instructions on how to obtain paper copies of the proxy materials, if preferred.

Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend.

By Order of the Board of Directors,

Robert Bertram
Chief Legal Officer & Secretary

YOUR VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 20, 2025:

The Notice of Annual Meeting, Proxy Statement and our 2024 Annual Report to Stockholders are available electronically at www.virtualshareholdermeeting.com/CAVA2025

Table of Contents


Proxy Summary			1
Voting Matters and Board Recommendations			1
Director Nominees			1
How to Vote			2
Proposal No. 1 - Election of Directors			3
Director Biographies			4
Corporate Governance			9
Corporate Governance Guidelines			9
Code of Business Conduct and Ethics			9
Director Independence			9
Communication with Directors			9
Background and Experience of Directors			10
Director Nominations			10
Board Leadership Structure			10
Risk Oversight			11
Indemnification Agreements with our Directors and Officers			11

Board Meetings and Committees			12
Stockholder Engagement			16
Ownership of Common Stock			17
Certain Beneficial Owners, Directors and Officers			17
Director Compensation			19
Director Compensation Table			19
Executive Officers			21
Compensation Dis cussion and Analysis			23
2 024 Financial Highlights			23
Overview of the Company’s Compensation Programs			24
Principal Objectives of the Company’s Executive Compensation Program			24
Decision-Making Responsibility			24
Compensation Setting Process			24
Role of the Compensation Consultant			25
Compensation Peer Group			25
Elements of Compensation			26
Compensation Committee Report			32


Compensation Tables			33
Summary Compensation Table			33
Grants of Plan-Based Awards Table			34
Narrative to Summary Compensation Table			35
Outstanding Equity Awards at Fiscal Year-End			35
Option Exercises and Stock Awards Vesting During 2024			37
Potential Payments upon Termination or Change in Control			37
Pay Versus Performance Table			40
Certain Relationships and Related-Party and Other Transactions			43

Proposal No. 2 - Advisory Vote to Approve the Compensation of our Names Executive Officers			45

Proposal No. 3 - Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Names Executive Officers			46
Proposal No. 4 - Ratification of Appointment of Independent Registered Public Accounting Firm			47

Audit Committee Report			49
Availability of Annual Report on Form 10-K			50
Questions and Answers			51
Other Business			57
Procedure for Submitting Proposal			58
Householding			59
Appendix A - Reconciliation of Non-GAAP Financial Measures			A-1

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Voting Matters and Board of Directors Recommendations


Proposal		The Board’s Recommendations	Page

	Elect three Class II Directors named in this Proxy Statement to serve for a three-year term	FOR each Director Nominee	3
	Approve, on an advisory basis, the compensation of our named executive officers	FOR	45
	Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers	1 YEAR	46
	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025	FOR	47

Director Nominees

Committee Memberships

Name and Principal Occupation

Independent

Age

Director Since

NGC

Class II

Benjamin Felt

Managing Director of The Invus Group, LLC

Yes

2018

Ronald Shaich

Managing Partner and CEO of Act III Holdings, LLC

2018

Theodoros Xenohristos

Chief Concept Officer of CAVA Group, Inc.

2010

Key to Committees:

Audit Committee

People, Culture and Compensation Committee

NGC

Nominating, Governance and Sustainability Committee

Member



CAVA Group, Inc.	1	2025 Proxy Statement

How to Vote

If, as of the close of business on April 21, 2025, you were a stockholder of record, you may vote your shares by proxy in advance of the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) through the Internet, by telephone, or by mail. Alternatively, you may attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/CAVA2025. To participate in the Annual Meeting, you will need to have your 16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials, or if you received a printed copy of the proxy materials, your proxy card or the instructions that accompanied your proxy materials. For shares held through a broker, bank, or other nominee, you may vote by submitting voting instructions to your broker, bank, or other nominee in advance of the Annual Meeting or you may attend the Annual Meeting online and vote your shares electronically during the Annual Meeting. Please refer to the information from your broker, bank, or other nominee on how to submit voting instructions. To reduce our administrative costs and help the environment by conserving natural resources, we ask that you vote through the Internet or by telephone, both of which are available 24 hours a day, 7 days a week. You may revoke your proxy at the times and in the manner described in the “Questions and Answers” section beginning on page 51 of the Proxy Statement.

If you are a stockholder of record and submit your vote by proxy by mail, Internet, or telephone prior to the Annual Meeting, your vote must be received by 11:59 p.m., Eastern Daylight Time, on June 19, 2025 to be counted.

To vote by proxy prior to the Annual Meeting:

Internet*

Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week (prior to June 20, 2025).

Telephone*

Dial 1-800-690-6903 (toll-free within the United States, U.S. territories and Canada) and follow the recorded instructions, 24 hours a day, seven days a week.

Mail

Mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope, if you have received paper materials (for receipt prior to June 20, 2025).

*You will need the 16-digit Control Number included on your Notice of Internet Availability of Proxy Materials or proxy card in order to vote by internet or telephone.



CAVA Group, Inc.	2	2025 Proxy Statement

Proposal No. 1
Election of Directors

Our Board of Directors currently consists of nine members. Our Board of Directors is divided into three classes, designated as Class I, Class II, and Class III. The term of office of the members of one class of directors expires each year in rotation so that the members of one class generally are elected at each annual meeting to serve for full three-year terms and until their successors are elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification, or removal. Each class consists of one-third of the total number of directors constituting the entire Board of Directors.

The table below sets forth information with respect to our directors as of April 21, 2025:


Name	Age

Philippe Amouyal	66	Class I Directors - Term Expiring at the 2027 Annual Meeting

David Bosserman	68
Lauri Shanahan	62
Benjamin Felt	39	Class II Directors - Term Expiring at the 2025 Annual Meeting
Ronald Shaich	71
Theodoros Xenohristos	46
Karen Kochevar	62	Class III Directors - Term Expiring at the 2026 Annual Meeting
Brett Schulman	53
James D. White	64

There are three Class II directors whose terms expire at the 2025 Annual Meeting. Upon the recommendation of our Nominating, Governance and Sustainability Committee, our Board of Directors has nominated each of Benjamin Felt, Ronald Shaich, and Theodoros Xenohristos for re-election as Class II directors. Biographical information for each director and director nominee is contained in the following section. If elected at the 2025 Annual Meeting, each director nominee will serve for a three-year term expiring at the 2028 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his earlier death, resignation, retirement, disqualification, or removal. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee is not able to serve, proxies will be voted in favor of such substitute nominee(s) as the Board of Directors may designate, unless our Board of Directors chooses to reduce the number of directors serving on our Board of Directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" the election of Benjamin Felt, Ronald Shaich, and Theodoros Xenohristos as Class II directors.

Under our amended and restated bylaws, directors are elected by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. This means that the three Class II director nominees receiving the highest number of affirmative votes will be elected as directors. You may vote for all the director nominees, withhold authority to vote your shares for all the director nominees or withhold authority to vote your shares with respect to any one or more of the director nominees. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes will have no effect on the election of the nominees.



CAVA Group, Inc.	3	2025 Proxy Statement

Director Biographies

The following is a brief biographical summary of the experience of our directors and director nominees:


						Philippe Amouyal has served as a member of our Board of Directors since November 2018. Mr. Amouyal has been a Managing Director of The Invus Group, LLC (“Invus”) since 1999. Previously, Mr. Amouyal worked at The Boston Consulting Group from 1984 to 1999, serving as a Vice President and Director and coordinating the global software and electronics practice from 1991 to 1999. Mr. Amouyal has served on the board of directors of Lexicon Pharmaceuticals (NASDAQ: LXRX) since 2007 and currently serves on the board of directors of a number of private Artal and Invus portfolio companies. Mr. Amouyal previously served on the board of directors of WW International and Blue Buffalo Pet Products. Mr. Amouyal received his M.S. in Engineering and his DEA in Technology Management from École Centrale Paris and was a Research Fellow at the Center for Policy Alternatives of the Massachusetts Institute of Technology. MR. AMOUYAL WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE AS A MANAGEMENT CONSULTANT AND PRIVATE EQUITY INVESTOR AND HIS EXTENSIVE KNOWLEDGE AND UNDERSTANDING OF CORPORATE STRATEGY, INFORMATION TECHNOLOGY, RESEARCH AND DEVELOPMENT, AND MANAGEMENT OPERATIONS AND STRUCTURES.

Philippe Amouyal — Age: 66 Director Since: 2018


						David Bosserman has served as a member of our Board of Directors since December 2019, and he also served as our Interim Chief Financial Officer from August 2020 to November 2020. Mr. Bosserman has served as a Senior Advisor to SWaN & Legend Advisors, LLC (“SWaN”) since 2018, and was a Managing Director at SWaN from 2013 to 2018. Mr. Bosserman previously held senior executive positions, including serving as Senior Vice President, Chief Financial Officer, and Chief Operating Officer, at NEW Asurion Corporation, from 2001 through 2013. Mr. Bosserman served as Chief Financial Officer at worldweb.net from 2000 to its sale in 2001, and as Executive Vice President, Chief Financial Officer and Treasurer of Best Software from 1992 until its sale in 2000, and led its initial public offering in 1997. Mr. Bosserman currently serves on the board of directors of BigTeams and as an advisor to other SWaN portfolio companies, where he provides financial and operating guidance. Mr. Bosserman also provides various consulting services on financial and operating matters to a company in the transportation, moving and storage space. Mr. Bosserman previously served on the board of directors and audit committee of Motionsoft. Mr. Bosserman received his B.S. in Accounting from Arizona State University. Mr. Bosserman was a licensed CPA. MR. BOSSERMAN WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE IN ACCOUNTING AND AUDITING AND HIS EXPERIENCE WITH AUDIT COMMITTEES AND BOARDS.

David Bosserman — Age: 68 Director Since: 2019



CAVA Group, Inc.	4	2025 Proxy Statement


						Benjamin Felt has served as a member of our Board of Directors since November 2018. Mr. Felt is a Managing Director of Invus, which he joined in 2009. Mr. Felt has served on the boards of a number of private Artal and Invus portfolio companies. Prior to joining Invus, Mr. Felt was a management consultant with The Boston Consulting Group from 2007 to 2009. Mr. Felt is the Board President of The Door, a social services non-profit in New York City. Mr. Felt received his B.A. in Economics from Yale University. MR. FELT WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE IN PRIVATE EQUITY INVESTING AND KNOWLEDGE AND UNDERSTANDING OF BUSINESS AND CORPORATE STRATEGY AND THE CONSUMER SECTOR.

Benjamin Felt — Age: 39 Director Since: 2018


						Karen Kochevar has served as a member of our Board of Directors since October 2016. Since 2015, Ms. Kochevar has served as an independent board director for private equity-owned growth companies in the United States, Europe, and the Middle East. Ms. Kochevar was a Partner and Chief Financial Officer of Union Square Hospitality Group (“USHG”), the parent company and creator of Shake Shack and several other hospitality businesses, from 2011 until her retirement from the company in 2014. Before that time, she served in finance and corporate development leadership roles at USHG from 2005 to 2011. Prior to her career in hospitality, Ms. Kochevar worked in financial services for more than a decade, including in private equity at Warburg Pincus and Three Cities Research (an affiliate of Quilvest), and in investment banking at Lehman Brothers. Ms. Kochevar currently serves as a trustee of the Brown Brothers Harriman U.S. mutual fund complex. Ms. Kochevar received her A.B. in International Relations from Stanford University and her M.B.A., with distinction in Finance, from the Wharton School at the University of Pennsylvania. MS. KOCHEVAR WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HER PARTICULAR KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND STRATEGIC PLANNING AND LEADERSHIP OF COMPLEX ORGANIZATIONS, HER EXTENSIVE EXPERIENCE WORKING WITH ICONIC RESTAURANT BRANDS AND FOUNDER-LED COMPANIES, AND HER EXPERIENCE WITH AUDIT COMMITTEES AND BOARDS.

Karen Kochevar — Age: 62 Director Since: 2016



CAVA Group, Inc.	5	2025 Proxy Statement


						Brett Schulman has served as our Chief Executive Officer and President, and as a member of our Board of Directors, since 2010. Mr. Schulman co-founded CAVA in 2010. Mr. Schulman was a Partner at Snikiddy Snacks, a nationally distributed snack food company, from 2006 to 2015 and served as its Chief Operating Officer from 2006 to 2010. Previously, he held various other financial positions, including as Vice President, at Deutsche Bank Alex. Brown and its predecessor Alex. Brown. Mr. Schulman received his B.A. in Behavioral and Social Sciences from the University of Maryland. MR. SCHULMAN WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS DEEP KNOWLEDGE OF OUR BUSINESS AND HIS SIGNIFICANT EXECUTIVE MANAGEMENT AND LEADERSHIP EXPERIENCE.

Brett Schulman — Age: 53 Director Since: 2010


						Ronald Shaich has served as Chair of our Board of Directors since November 2018. Mr. Shaich is the Managing Partner and Chief Executive Officer of Act III Holdings, LLC (“Act III”), which he founded in January 2018. Mr. Shaich also founded Panera Bread Company, where he served as Chief Executive Officer from 1984 to 2010 and from 2012 to 2017, and as a member of its board of directors from 1981 to 2018, including as Chair between 1988 and 2018. Mr. Shaich serves in a leadership or board advisory role to each of Act III’s privately-held portfolio companies including Tatte Bakery & Café, Life Alive Organic Café, Honest Greens Barcelona, and Level99. Mr. Shaich has also served on the board of directors of Whole Foods Market and as Chair of the Board of Trustees of Clark University and is currently a Clark trustee. Mr. Shaich received his B.A. in Political Science and Government and D.H.L. from Clark University and his M.B.A. from Harvard Business School. MR. SHAICH WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE IN CORPORATE GOVERNANCE AND LEADERSHIP IN THE RESTAURANT INDUSTRY.

Ronald Shaich — Age: 71 Director Since: 2018



CAVA Group, Inc.	6	2025 Proxy Statement


						Lauri Shanahan has served as a member of our Board of Directors since June 2023. Ms. Shanahan has served on the board of directors of Deckers Brands (NYSE: DECK) since 2011 and Treasury Wine Estates (ASX: TWE) since 2016. Ms. Shanahan is also a principal of the consulting firm Maroon Peak Advisors, which she founded in 2009. Ms. Shanahan worked at Gap Inc. from October 1992 to March 2008, serving in numerous leadership roles including chief administrative officer, chief legal officer, and corporate secretary. Ms. Shanahan previously served on the board of directors of Cedar Fair Entertainment, G Squared Ascend I, and Charlotte Russe Holdings. Ms. Shanahan received her B.S. in Finance from the University of Colorado Boulder and her J.D. from UCLA Law School. MS. SHANAHAN WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HER SUBSTANTIAL PUBLIC COMPANY LEADERSHIP AND BOARD EXPERIENCE IN THE CONSUMER GOODS, RETAIL AND HOSPITALITY INDUSTRIES, WHICH INCLUDES STRATEGIC, OPERATIONAL, LEGAL AND RISK OVERSIGHT, GOVERNANCE, HUMAN CAPITAL, AND SUSTAINABILITY EXPERIENCE.

Lauri Shanahan — Age: 62 Director Since: 2023


						James D. White has served as a member of our Board of Directors since May 2022. Mr. White has served on the board of directors of The Honest Company since May 2021 and Simply Good Foods since 2019. Mr. White was previously the Chair, President and Chief Executive Officer of Jamba, from 2008 to 2016, and served as the Senior Vice President and General Manager of Consumer Brands at Safeway, a U.S. supermarket chain, from 2005 to 2008. Prior to Safeway, Mr. White held executive roles at Gillette and Nestlé Purina. Mr. White previously served on the board of directors of Panera Bread Company-JAB Holdings, Hillshire Brands Company, Medallia, and Adtalem Global Education. Mr. White received his B.S., with a major in Marketing, from The University of Missouri and his M.B.A. from Fontbonne University. He is also a graduate of the Cornell University Food Executive Program, and he was a Stanford University Distinguished Careers Institute Fellow in 2018. MR. WHITE WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS EXPERIENCE AS A PUBLIC COMPANY DIRECTOR AND EXECUTIVE.

James D. White — Age: 64 Director Since: 2022



CAVA Group, Inc.	7	2025 Proxy Statement


						Theodoros Xenohristos has served as our Chief Concept Officer since November 2020 and as a member of our Board of Directors since 2010. Mr. Xenohristos created the CAVA brand and co-founded CAVA Mezze in 2006. Mr. Xenohristos co-founded CAVA in 2010 and has, since then, served as an advisor to CAVA’s Chief Executive Officer and President, Brett Schulman, providing expertise on a broad range of matters, including culinary and brand. MR. XENOHRISTOS WAS SELECTED TO SERVE AS A DIRECTOR BECAUSE OF HIS DEEP KNOWLEDGE OF OUR BUSINESS.

Theodoros Xenohristos — Age: 46 Director Since: 2010




VOTE The Board of Directors recommends a vote "FOR" the election of each of Benjamin Felt, Ronald Shaich, and Theodoros Xenohristos as Class II directors.



CAVA Group, Inc.	8	2025 Proxy Statement

Corporate Governance

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines, which describe certain principles and practices that inform the work of the Board of Directors. These guidelines address, among other topics, the role and responsibilities of our directors, the structure and composition of our Board of Directors, the conduct of Board of Directors meetings, and corporate governance policies applicable to us in general. The Corporate Governance Guidelines are subject to periodic reviews by our Nominating, Governance and Sustainability Committee and may be modified by our Board of Directors. The full text of our Corporate Governance Guidelines is available on our website at https://investor.cava.com/governance/governance-documents/default.aspx.

Code of Business Conduct and Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), which applies to all of our employees, officers, and directors, including our chief executive officer ("CEO"), our chief financial officer, chief accounting officer, and our other executive and senior officers. The full text of the Code of Conduct is available on our website at https://investor.cava.com/governance/governance-documents/default.aspx. We will, if required, timely disclose any amendments to the Code of Conduct or waivers of the Code of Conduct for directors and executive officers on the same website.

Director Independence

Pursuant to the corporate governance listing standards of the New York Stock Exchange (“NYSE”), a director employed by us cannot be deemed to be an “independent director.” Each other director will qualify as “independent” only if our Board of Directors affirmatively determines that he or she has no material relationship with us, either directly or as a partner, stockholder, or officer of an organization that has a relationship with us. Ownership of a significant amount of our stock, by itself, does not constitute a material relationship.

Our Board of Directors have affirmatively determined that each of Philippe Amouyal, David Bosserman, Benjamin Felt, Todd Klein, Karen Kochevar, James D. White, and Lauri Shanahan qualifies as “independent” in accordance with the NYSE rules. In making its independence determinations, our Board of Directors considered and reviewed all information known to it (including information identified through directors’ questionnaires).

Communications with Directors

Interested parties may communicate with our Board of Directors or with an individual director by writing to our Board of Directors or to the particular director and mailing the correspondence to: CAVA Group, Inc., 14 Ridge Square NW, Suite 500, Washington, DC 20016, Attention: Corporate Secretary. If the Corporate Secretary determines that the communication merits the attention of the addressee, the Corporate Secretary will forward the communication to such individual. Communications of a material nature that relate to accounting, internal accounting controls, or auditing matters will be referred to the Chair of the Audit Committee.



CAVA Group, Inc.	9	2025 Proxy Statement

Background and Experience of Directors

When considering whether directors and nominees have the experience, qualifications, attributes, or skills, taken as a whole, to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, our Board of Directors focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. In evaluating director candidates, we consider, and will continue to consider in the future, factors including, personal and professional character, integrity, ethics and values, experience in corporate management, finance and other relevant industry experience, social policy concerns, judgment, director independence, potential conflicts of interest, including other commitments, practical and mature business judgment, and any other relevant qualifications, attributes, or skills.

Director Nominations

The Nominating, Governance and Sustainability Committee is responsible for identifying, evaluating, and recommending nominees for election to our Board of Directors. The Nominating, Governance and Sustainability Committee may consider certain individual qualifications of the prospective nominee, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought, and an ability to work collegially with the other members of the Board of Directors, as well as any other factors it considers appropriate, existing commitments to other businesses, service on other boards of directors or similar governing bodies of public or private companies or committees thereof, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, technology background, compliance background, executive compensation background, and the size, composition and combined expertise of the existing Board of Directors.

In identifying prospective director candidates, the Nominating, Governance and Sustainability Committee may seek referrals from other members of the Board of Directors, management, and other sources, including third party recommendations. The Nominating, Governance and Sustainability Committee may also engage firms that specialize in identifying director candidates to our Board of Directors.

The Nominating, Governance and Sustainability Committee will consider candidates for director recommended by stockholders so long as the recommendations comply with our Certificate of Incorporation and Bylaws and applicable laws, rules, and regulations, including those promulgated by the SEC. The Nominating, Governance and Sustainability Committee will evaluate candidates recommended by stockholders for nomination for election to the Board of Directors on a substantially similar basis as it considers other nominees. Stockholders wishing to recommend a candidate for nomination should comply with the procedures set forth in our Bylaws. For further information, see the section below entitled "Procedures for Submitting Stockholder Proposals."

Board Leadership Structure

Ronald Shaich serves as Chair of the Board of Directors. As provided in our Corporate Governance Guidelines, the Board of Directors does not have a policy on whether or not the roles of Chair and Chief Executive Officer should be separate or combined or, if they are to be separate, whether the Chair should be selected from the independent directors. Accordingly, the Board of Directors believes that it should be free to make a choice from time to time regarding a leadership structure that is in the best interests of the Company and its stockholders. At this time, the Board of Directors believes that Mr. Shaich is best situated to serve as Chair and that the Company’s current separated roles of Chair and Chief Executive Officer is appropriate. Mr. Shaich is best suited to serve as Chair of our Board of Directors as a result of his extensive experience in the restaurant industry. Mr. Schulman has held the position of Chief Executive Officer since 2010. Separating these positions allows our Chief Executive Officer to focus on running the business, while allowing our Chair to lead the Board of Directors in its fundamental role of providing advice to and oversight of management.



CAVA Group, Inc.	10	2025 Proxy Statement

Whenever the Chair of the Board of Directors is also the Chief Executive Officer or is a director who does not otherwise qualify as an “independent director,” the independent directors may elect from among themselves a Lead Director of the Board of Directors. Following nomination by the Nominating, Governance and Sustainability Committee, the Lead Director will be elected by a plurality vote and should generally serve in such capacity for a minimum of one year. Service as Lead Director, however, generally should not exceed five consecutive years but is subject to the Board of Directors’ discretion to set other guidelines in specific instances. The responsibilities of the Lead Director (if one has been elected) shall be determined from time to time by the Board of Directors, upon the recommendation of the Nominating, Governance and Sustainability Committee.

Risk Oversight

The Board of Directors exercises direct oversight of strategic risks to the Company in regular coordination with the Company’s management. While our senior executives are responsible for day-to-day risk management, our Board of Directors has overall responsibility for risk oversight, including, as part of regular Board of Directors and committee meetings, general oversight of executives’ management of short-term and long-term risks relevant to the Company. Accordingly, while the full Board of Directors has overall responsibility for risk oversight, it is supported in this function by its Audit Committee, People, Culture and Compensation Committee and Nominating, Governance and Sustainability Committee. Each of the committees regularly reports to the Board of Directors.

Our Chief Executive Officer and other executive officers will regularly report to the non-executive directors and the Audit Committee, the People, Culture and Compensation Committee and the Nominating, Governance and Sustainability Committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls.

The Audit Committee is charged with assisting the Board of Directors with respect to its oversight of the Company’s overall risk management profile and the effectiveness of the Company’s risk management processes. In particular, the Audit Committee reviews the Company’s guidelines and policies governing the process by which management assesses and manages the Company’s exposure to risk, including the Company’s major financial and operational risk exposures and the steps management takes to monitor and control such exposures, and also evaluates, in conjunction with management, the Company’s information technology security program, compliance and controls. A management-level Risk Committee meets to review enterprise risks and briefs the Audit Committee on at least a quarterly basis. The People, Culture and Compensation Committee oversees risks relating to the Company’s compensation policies and practices. The Nominating, Governance and Sustainability Committee assists the Board of Directors by overseeing and evaluating programs and risks associated with the organization, membership and structure of the Board of Directors, as well as the Company’s corporate governance. Each committee charged with risk oversight reports to the Board of Directors on those matters. In addition, our Board of Directors and its committees exercise their risk oversight function by regularly receiving and evaluating reports from management and by making inquiries of management concerning these reports, as appropriate. Furthermore, our Board of Directors and its committees receive reports from our auditors and other consultants, such as our compensation consultant, and may meet in executive sessions with these outside parties.

Indemnification Agreements with our Directors and Officers

We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, together with our amended and restated bylaws, provide that we will jointly and severally indemnify each indemnitee to the fullest extent permitted by the Delaware General Corporation Law from and against all loss and liability suffered and expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding. Additionally, we will agree to advance to the indemnitee all out-of-pocket costs of any type or nature whatsoever incurred in connection therewith.



CAVA Group, Inc.	11	2025 Proxy Statement

Board Committees and Meetings

The standing committees of our Board of Directors consist of an Audit Committee, People, Culture and Compensation Committee, and Nominating, Governance and Sustainability Committee. Our Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. Each of our committees has adopted a written charter, a current copy of which is available at https://investor.cava.com/governance/governance-documents/default.aspx.

We expect all directors to attend all meetings of the Board of Directors, meetings of the committees of which they are members, and the annual meeting of stockholders. During fiscal 2024, our Board of Directors met four times, the Audit Committee met eight times, the People, Culture and Compensation Committee met five times, and the Nominating, Governance and Sustainability Committee met four times. During fiscal 2024, each director attended at least 75% of the meetings of the Board of Directors and the committees on which they serve. Nine of our ten directors then in office at the time of the 2024 Annual Meeting attended the 2024 Annual Meeting.



CAVA Group, Inc.	12	2025 Proxy Statement


Audit Committee The Audit Committee currently consists of David Bosserman, who serves as the chair, Karen Kochevar, and James D. White.									Each of David Bosserman, Karen Kochevar, and James D. White qualify as independent directors under the corporate governance standards of the NYSE and the independence requirements of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. Our Board of Directors has determined that each of David Bosserman and Karen Kochevar qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. Our Audit Committee is primarily responsible, among its other duties and responsibilities, for the following: •overseeing the quality and integrity of our financial statements, as well as oversight of our accounting and financial reporting processes; •overseeing the effectiveness of our control environment, including internal controls over financial reporting; •overseeing our compliance with legal and regulatory requirements, as well as compliance with ethical standards that we adopt; •overseeing our independent registered public accounting firm’s qualifications, performance, and independence; •overseeing our overall risk management profile and the effectiveness of our risk management processes; •overseeing the performance of our internal audit function, as well as oversight of our financial statement audits; •overseeing our compliance with our Code of Business Conduct and Ethics; •overseeing our technology security and data privacy programs; •approving related party transactions; and •overseeing the preparation of the Audit Committee Report required to be included in this Proxy Statement. The Audit Committee is responsible for the primary oversight of strategic risk, including cybersecurity risk oversight. The Audit Committee receives regular reports on at least a quarterly basis from our cybersecurity team, typically on, among other things, our cybersecurity posture, cybersecurity benchmarking, potential cybersecurity vulnerabilities, and other cybersecurity interest items such as the external cybersecurity environment, items requiring Audit Committee input, and our broader cybersecurity program roadmap, in order to monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents. The Audit Committee regularly reports to the full Board of Directors regarding its activities, including those related to cybersecurity. For further details regarding our cybersecurity risk management and processes, please refer to Part I, Item 1C in our 2024 Annual Report on Form 10-K filed with the SEC on February 26, 2025 (the “2024 Annual Report”).



CAVA Group, Inc.	13	2025 Proxy Statement


People, Culture and Compensation Committee The People, Culture and Compensation Committee consists of Lauri Shanahan, who serves as the chair, Benjamin Felt, and Karen Kochevar.									Each of Lauri Shanahan, Benjamin Felt, and Karen Kochevar qualify as independent directors under the corporate governance standards of the NYSE and SEC rules and regulations. Our People, Culture and Compensation Committee is primarily responsible, among its other duties and responsibilities, for the following: •reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by our Board of Directors), determining and approving our Chief Executive Officer’s compensation level based on such evaluation; •reviewing and approving, or making recommendations to our Board of Directors with respect to, the compensation of our executive officers (other than the Chief Executive Officer) and “Additional ELT Members” (as such term is defined in the People, Culture and Compensation Committee Charter), including any relevant corporate goals and objectives, annual performance objectives, annual salary, bonus, equity-based incentives, and other benefits; •reviewing and recommending to our Board of Directors the compensation of our directors; •reviewing and approving, or making recommendations to our Board of Directors with respect to, our long-term incentive plans, equity-based awards, and stock ownership guidelines for directors and executive officers and any “clawback” policy; •the consideration of whether risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on us; •overseeing the Company’s submission to a stockholder vote of matters relating to compensation; •preparing the compensation committee report required by the SEC to be included in this Proxy Statement; and •overseeing and approving the management continuity planning process and reviewing and evaluating succession plans for our CEO and other executive officers.

Independent Compensation Consultant

The People, Culture and Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant during fiscal 2024 to advise the committee on market practices and specific Company policies and programs. Pearl Meyer reports directly to the People, Culture and Compensation Committee Chair and takes direction from the committee. The consultant’s work for the People, Culture and Compensation Committee includes data analyses, market assessments, and preparation of related reports. From time to time, the committee seeks the views of the consultant on items such as incentive program design and market practices. The work done by Pearl Meyer for the committee is documented in a formal agreement which is executed by the consultant and the People, Culture and Compensation Committee. Pearl Meyer does not perform any other work for the Company. The People, Culture and Compensation Committee has assessed the independence of Pearl Meyer and determined that the work provided by Pearl Meyer did not raise any conflicts of interest.



CAVA Group, Inc.	14	2025 Proxy Statement

Compensation Committee Interlocks and Insider Participation

During the entirety of fiscal 2024, Ms. Shanahan, Ms. Kochevar, and Mr. Felt each served as members of the People, Culture and Compensation Committee. Mr. Shaich served as a member of the People, Culture and Compensation Committee from the start of fiscal 2024 until the 2024 Annual Meeting. No member of the Compensation Committee was at any time during fiscal 2024 an officer or employee of our Company or any of our subsidiaries, nor was any such person a former officer of our Company or any one of our subsidiaries. Related party transactions pursuant to Item 404(a) of Regulation S-K involving Mr. Shaich, who served as a member of our People, Culture and Compensation Committee during part of fiscal 2024, are described in “Certain Relationships and Related Party Transactions.”


Nominating, Governance and Sustainability Committee The Nominating, Governance and Sustainability Committee consists of James D. White, who serves as the chair, Philippe Amouyal, and Lauri Shanahan.									Each of James D. White, Philippe Amouyal, and Lauri Shanahan qualify as independent directors under the corporate governance standards of the NYSE and SEC rules and regulations. Our Nominating, Governance and Sustainability Committee is primarily responsible, among its other duties and responsibilities, for the following: •identifying individuals qualified to become directors, consistent with the criteria approved by our Board of Directors; •selecting, or recommending that our Board of Directors select, the director nominees for the next annual meeting of stockholders or to fill vacancies or newly created directorships that may occur between such meetings; •developing and recommending to our Board of Directors a set of corporate governance guidelines and assisting our Board of Directors in complying with them; •overseeing the evaluation of our Board of Directors and management; •recommending members of our Board of Directors to serve on committees of our Board of Directors and evaluating the functions and performance of such committees; •overseeing sustainability and environmental, social, and governance strategies and initiatives; and •otherwise taking a leadership role in shaping our corporate governance.



CAVA Group, Inc.	15	2025 Proxy Statement

Stockholder Engagement

CAVA views stockholder engagement as a critical component of its corporate governance framework – and vital to its success. We communicate with our investors on a regular basis throughout the year and find investors’ feedback useful to how we manage the Company. We engage with our stockholders on a broad spectrum of topics, including the performance of the Company, the development of specific business units and programs, the Company’s long-term strategy for growth, restaurant industry trends, and the Company’s philosophy toward a range of macroeconomic and societal developments.

The CAVA Teams that Engage Stockholders:

•Investor Relations

•Executive Leadership Team

•Senior Management

How We Engage with Stockholders:

•Investor calls throughout the year

•Company-hosted investor meetings

•Investor-hosted investor meetings

•Investor conferences and presentations

Key Highlights

Below are certain key instances of our engagement with investors in 2024:

Engagement Calendar

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Q4 2023 Earnings Call

Q1 2024 Earnings Call

Q2 2024 Earnings Call

Q3 2024 Earnings Call

JPM Gaming, Lodging, Restaurant & Leisure Management Access Forum

Bernstein 40th Annual Strategic Decisions Conference

Piper Sandler Growth Frontiers

Stifel Consumer Field Trip

Citi’s Global Consumer Conference

Baird Global Consumer, Tech and Services Conference

TD Cowen Investor Outreach Event

Morgan Stanley Consumer Conference

William Blair Annual Growth Stock Conference

Jefferies Consumer Conference



CAVA Group, Inc.	16	2025 Proxy Statement

Ownership of Common Stock

Certain Beneficial Owners, Directors and Officers

The following table contains information about the beneficial ownership of our common stock as of April 21, 2025, by:

•each individual or entity known by us to beneficially own more than 5% of our outstanding common stock;

•each named executive officer (“NEO”);

•each of our directors; and

•all of our directors and executive officers as a group.

Our calculation of the percentage of beneficial ownership is based on 115,655,831 shares of our outstanding common stock as of April 21, 2025.

Beneficial ownership and percentage ownership are determined in accordance with the rules and regulations of the SEC. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as indicated in the footnotes to the following table or pursuant to applicable community property laws, we believe, based on information furnished to us, that each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.

Unless otherwise indicated in the footnotes, the address of each of the individuals named below is: c/o CAVA Group, Inc., 14 Ridge Square NW, Suite 500, Washington, D.C. 20016.


Name of Beneficial Owner	Shares Beneficially Owned (Outstanding) (#)	Shares Beneficially Owned (Right to Acquire)(1) (#)	Total Shares Beneficially Owned (#)	Percentage of Common Stock Beneficially Owned (%)

Beneficial holders of more than 5% of outstanding common stock:
Artal Participations S.a r.l(2)	9,507,990	—	9,507,990	8.2
The Vanguard Group(3)	8,011,602	—	8,011,602	6.9
Named Executive Officers and Directors:
Brett Schulman	1,232,929	834,211	2,067,140	1.8
Tricia Tolivar	190,197	104,071	294,268	*
Jennifer Somers	73,401	76,757	150,158	*
Theodoros Xenohristos	274,599	74,543	349,142	*
Kelly Costanza	58,559	88,475	147,034	*



CAVA Group, Inc.	17	2025 Proxy Statement


Name of Beneficial Owner	Shares Beneficially Owned (Outstanding) (#)	Shares Beneficially Owned (Right to Acquire)(1) (#)	Total Shares Beneficially Owned (#)	Percentage of Common Stock Beneficially Owned (%)

Ronald Shaich	4,533,899	1,307	4,535,206	3.9
Philippe Amouyal	15,000	1,307	16,307	*
David Bosserman(4)	115,963	1,307	117,270	*
Benjamin Felt	5,000	1,307	6,307	*
Karen Kochevar	—	32,310	32,310	*
Lauri Shanahan	5,000	1,307	6,307	*
James D. White	2,500	6,860	9,360	*

All executive officers and directors as a group (13 people)	6,534,970	1,272,619	7,807,589	6.8

*Less than 1%

1.Consists of shares underlying stock options and RSUs that are vested or that will vest within 60 days of April 21, 2025.

2.Represents beneficial ownership held by Artal Participations S.a r.l (“Artal Participations”) according to a Schedule 13G filed on February 12, 2025 as of December 31, 2024, reporting sole voting and sole dispositive power over 9,507,990 shares. Artal International S.C.A., the sole stockholder of Artal Participations, controls Artal Participations and, accordingly, may be deemed to beneficially own the shares of common stock that Artal Participations owns. Artal International Management S.A., as the managing partner of Artal International S.C.A., controls Artal International S.C.A. and, accordingly, may be deemed to beneficially own the shares of common stock that Artal International S.C.A. may be deemed to beneficially own. Artal Group S.A., as the sole stockholder of Artal International Management S.A., controls Artal International Management S.A. and, accordingly, may be deemed to beneficially own the shares of common stock that Artal International Management S.A. may be deemed to beneficially own. Westend S.A., as the parent company of Artal Group S.A., controls Artal Group S.A. and, accordingly, may be deemed to beneficially own the shares of common stock that Artal Group S.A. may be deemed to beneficially own. Stichting Administratiekantoor Westend (the “Stichting”), as the majority stockholder of Westend S.A., controls Westend S.A. and, accordingly, may be deemed to beneficially own the shares of common stock that Westend S.A. may be deemed to beneficially own. Mr. Amaury Wittouck, as the sole member of the board of the Stichting, controls the Stichting and, accordingly, may be deemed to beneficially own the shares of common stock that the Stichting may be deemed to beneficially own. The address of Artal Participations, Artal International S.C.A., Artal International Management S.A., Artal Group S.A., Westend S.A. and Mr. Wittouck is 44, Rue De La Vallée, L-2661 Luxembourg, Luxembourg. The address of the Stichting is Claude Debussylaan, 46, 1082 MD Amsterdam, The Netherlands.

3.Represents beneficial ownership held by The Vanguard Group according to a Schedule 13G filed on January 30, 2025, as of December 31, 2024, reporting sole voting power over 0 shares and sole dispositive power over 7,879,248 shares, as well as shared voting power over 37,855 shares and shared dispositive power over 132,354 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

4.Does not include 25,000 shares of common stock held by the David N. Bosserman Irrevocable Trust, over which Mr. Bosserman does not have voting or dispositive power and in respect of which Mr. Bosserman disclaims beneficial ownership.



CAVA Group, Inc.	18	2025 Proxy Statement

Director Compensation

Our Board of Directors has adopted a Non-Employee Director Compensation Policy, pursuant to which each non-employee director is eligible to receive compensation for his or her service in 2024 as follows:

•an annual retainer of $75,000 for service on our Board of Directors;

•additional annual retainers in respect of service as our Chair ($37,500), Audit Committee chair ($20,000), People, Culture and Compensation Committee chair ($15,000), Nominating, Governance and Sustainability Committee chair ($10,000), Audit Committee member ($10,000), People, Culture and Compensation Committee member ($7,500) and Nominating, Governance and Sustainability Committee member ($5,000); and

•an annual grant of RSUs with a value of $110,000, based on the average closing price per share of the Company’s common stock over the 30 trading days preceding the grant date.

RSUs granted under the Non-Employee Director Compensation Policy cliff vest on the first anniversary of the date of grant or, if earlier, the business day immediately preceding the date of the next Annual Meeting following the date of grant. The RSUs will vest in full to the extent outstanding and unvested upon a change in control.

Messrs. Schulman and Xenohristos did not receive compensation for their services as directors during fiscal 2024.

In December 2024 our Board of Directors approved increases in the annual cash retainers for our Chair and the chairs of each of our committees, as well as an increase in the value of the annual equity grant. In addition to the amounts described above that remain unchanged, the following compensation amounts are effective beginning January 1, 2025:

•annual retainers in respect of service as our Chair ($85,000), Audit Committee chair ($25,000), People, Culture and Compensation Committee chair ($20,000), Nominating Governance and Sustainability Committee chair ($15,000); and

•an annual grant of RSUs with a value of $150,000, based on the average closing price per share of the Company’s common stock over the 30 trading days preceding the grant date.

No changes were made to the additional retainers for non-chair service on our committees or the vesting terms of the annual equity grant.

Director Compensation Table

The following table summarizes the compensation of our non-employee directors who served during fiscal 2024. See the section titled “Executive Compensation” for more information on the compensation paid to or earned by Messrs. Schulman and Xenohristos for their services as our President and CEO and Chief Concept Officer, respectively, during fiscal 2024.


Director	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	Option Awards ($)	Non-Equity Incentive Compensation ($)	All Other Compensation ($)	Total ($)

Ronald Shaich	116,021	120,545	—	—	—	236,566
Philippe Amouyal	80,000	120,545	—	—	—	200,545
David Bosserman	90,306	120,545	—	—	—	210,851
Benjamin Felt	82,500	120,545	—	—	—	203,045



CAVA Group, Inc.	19	2025 Proxy Statement


Director	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	Option Awards ($)	Non-Equity Incentive Compensation ($)	All Other Compensation ($)	Total ($)

Karen Kochevar	92,500	120,545	—	—	—	213,045
Lauri Shanahan	95,000	120,545	—	—	—	215,545
James D. White	90,306	120,545	—	—	—	210,851
Todd Klein(3)	44,597	—	—	—	—	44,597

1.Reflects cash compensation earned by each director in fiscal 2024 for service on the Board of Directors, one or more committees of the Board of Directors, and/or as chair of the Board of Directors or a committee of the Board of Directors, as applicable.

2.Represents the aggregate grant-date fair value of 1,307 time-vesting RSUs, which were granted as the equity component of each non-employee director's annual retainer, on June 20, 2024. The fair value of RSUs is based on the closing price per share of the Company’s common stock on the grant date determined in accordance with FASB ASC Topic 718 (“Topic 718”). The award of RSUs represents the right to receive shares of common stock upon the vesting date of the award. The RSUs are scheduled to vest on June 20, 2025, subject to each non-employee director's continued service to the Board of Directors. The grant-date fair values reflected in the table do not take into account estimated forfeitures related to service-vesting conditions and are calculated differently from the value of the RSUs as set forth in the Non-Employee Director Compensation Policy, which uses a 30-day average closing share price.

3.Mr. Klein’s term on the Board of Directors ended effective June 20, 2024.

As of December 29, 2024, Ms. Kochevar and Mr. White held options to purchase 36,628 and 7,407 shares, respectively, of which 27,253 and 3,702, respectively, were vested as of that date. As of December 29, 2024, the aggregate number of unvested RSUs for each non-employee director was as follows: Mr. Shaich: 1,307 RSUs; Mr. Amouyal: 1,307 RSUs; Mr. Bosserman: 1,307 RSUs; Mr. Felt: 1,307 RSUs; Ms. Kochevar: 1,307 RSUs; Ms. Shanahan: 1,307 RSUs; and Mr. White: 1,307 RSUs.



CAVA Group, Inc.	20	2025 Proxy Statement

Executive Officers

Set forth below are biographical summaries of our executive officers as of April 25, 2025. See “Proposal 1—Election of Directors” above for information about Mr. Schulman, who serves as our President and Chief Executive Officer and Mr. Xenohristos, who serves as our Chief Concept Officer.


Name	Age	Position(s)

Brett Schulman	53	President and Chief Executive Officer
Tricia Tolivar	56	Chief Financial Officer
Jennifer Somers	44	Chief Operations Officer
Theodoros Xenohristos	46	Chief Concept Officer
Kelly Costanza	50	Chief People Officer
Robert Bertram	56	Chief Legal Officer and Secretary


						Tricia Tolivar has served as our Chief Financial Officer since November 2020. Ms. Tolivar was the Chief Financial Officer for GNC Holdings, Inc. (“GNC”) from March 2015 to November 2020. On June 23, 2020, GNC filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. Ms. Tolivar served in leadership positions with Ernst & Young from October 2007 to February 2015. Ms. Tolivar was the Chief Financial Officer of the Greater Memphis Arts Council from January 2006 to December 2008 and she held a series of executive leadership positions with AutoZone from 1996 to 2005. Ms. Tolivar received her B.B.A. in Accounting from Emory University’s Goizueta Business School.

Tricia Tolivar


						Jennifer Somers has served as our Chief Operations Officer since November 2021. Ms. Somers served in several leadership positions at Taco Bell, YUM Brands from November 2015 to October 2021, including head of U.S. Field Operations. Ms. Somers also held field operational roles at National Veterinary Associates from January 2015 to November 2015 and at Champion Home Builders from August 2013 to January 2015. Ms. Somers was part of the Operations Strategy team at Mattel from October 2011 to August 2013 and was a strategy consultant at McKinsey & Co. from August 2009 to October 2011. Ms. Somers began her career as an engineer at Lockheed Martin. Ms. Somers received her B.S. in Operations Research & Industrial Engineering from Cornell University and her M.B.A. from the Wharton School at the University of Pennsylvania.

Jennifer Somers



CAVA Group, Inc.	21	2025 Proxy Statement


						Kelly Costanza has served as our Chief People Officer since May 2020. Prior to joining CAVA, Ms. Costanza spent five years as Senior Vice President, Human Resources at Ollie’s Bargain Outlet Holdings. She was Vice President, Talent Management at rue21 from 2011 to 2015, and served as Vice President Talent Management at Education Management Corporation from 2007 to 2010. In addition, she served as American Eagle Outfitters’ Vice President, Human Resources from 2004 to 2006. Ms. Costanza received her B.A. in Business and Communications from the University of Pittsburgh.

Kelly Costanza


						Robert Bertram has served as our Chief Legal Officer and Secretary since September 2021. Prior to joining CAVA, Mr. Bertram was General Counsel and Assistant Secretary for Ollie’s Bargain Outlet Holdings from April 2014 to September 2021. Mr. Bertram was a practicing corporate attorney at McNees Wallace & Nurick LLC from June 2010 to April 2014, and was a corporate and securities industry regulatory attorney at the firm of Stevens & Lee from March 2001 to June 2010. Mr. Bertram has routinely mentored students through the College of the Liberal Arts at Penn State University. Mr. Bertram received his B.A. in Economics from Penn State University and his J.D. from Penn State Dickinson Law School.

Robert Bertram



CAVA Group, Inc.	22	2025 Proxy Statement

Compensation Discussion and Analysis

This compensation discussion and analysis section is intended to provide information about our 2024 executive compensation objectives and programs for our named executive officers listed in the table below (“NEOs”), as well as to provide context for the information included in the tables that follow this discussion. For 2024, our NEOs were:


Executive						Position

Brett Schulman						President and Chief Executive Officer
Tricia Tolivar						Chief Financial Officer
Jennifer Somers						Chief Operations Officer
Theodoros Xenohristos						Chief Concept Officer
Kelly Costanza						Chief People Officer

The People, Culture and Compensation Committee of our Board of Directors (the “Committee”) determines, or recommends to our Board of Directors for approval, the compensation of all of our executive officers, including our NEOs.

2024 Financial Highlights

2024 was another year of extraordinary growth and success for CAVA as we established Mediterranean as the next major cultural cuisine category. CAVA Same Restaurant Sales grew 13.4% in 2024, including traffic growth of 8.7%. We opened 58 net new restaurants and generated average unit volume (“AUV”) of $2.9 million.

$954.3 million

13.4%

$2.9 million

CAVA revenue, a 35.1% increase

over prior year(1)

Same Restaurant Sales Growth, including

8.7% guest traffic growth

AUV for fiscal 2024

25.0%

$50.2 million

$126.2 million

CAVA Restaurant Level Profit Margin

CAVA Group Adjusted Net Income(2)

Adjusted EBITDA, a 71.0% increase

over prior year

1.Excluding the impact of the 53rd week in fiscal 2023.

2.CAVA Group Net Income was $130.3 million including a one-time $80.1 million net benefit from the release of the valuation allowance against deferred tax assets. See Appendix A of this Proxy Statement for a reconciliation of net income to adjusted net income and net income to adjusted EBITDA.



CAVA Group, Inc.	23	2025 Proxy Statement

Overview of the Company’s Compensation Programs

As our first full year as a publicly traded company, 2024 was a period in which the Company’s executive compensation program largely continued in effect decisions that were made at the time of our June 2023 initial public offering (“IPO”). The base salaries for each of our NEOs except Ms. Somers were increased in connection with the IPO and remained unchanged during 2024. In addition, as discussed under “Equity Incentive Compensation” below, each of our NEOs received an equity grant in connection with our IPO that was intended to address equity award opportunities for fiscal 2024. As a result, no equity awards were granted to our NEOs in 2024. Because we did not grant equity awards to our NEOs in 2024, our primary performance-based compensation vehicle for this year was our annual incentive awards.

Principal Objectives of the Company’s Executive Compensation Program

The principal objective of our executive compensation program is to attract, motivate, and retain key talent in order to further the achievement of our business goals and thereby create alignment between executive pay and the interests of our stockholders. To help meet this objective, our executive compensation program includes the following key elements:

•Providing an executive compensation program that is market competitive and that recognizes individual roles and responsibilities;

•Maintaining an annual incentive program that emphasizes the achievement of objective financial goals and individual accomplishments;

•Placing a significant portion of the compensation of our NEOs at risk and directly tied to the achievement of the company’s financial performance and/or stock price appreciation;

•Encouraging meaningful ownership of Company stock through SO Guidelines (as defined below);

•Prohibiting the hedging or pledging of Company stock; and

•Having the compensation of our NEOs subject to a clawback policy that meets the requirements of the NYSE listing rules.

Decision-Making Responsibility

Role of the Committee. The Committee has the general responsibility for reviewing and approving the corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by our Board of Directors), determining and approving our Chief Executive Officer’s compensation based on such evaluation. The Committee is also responsible for reviewing and approving, or making recommendations to our Board of Directors with respect to, the compensation of our other executive officers, including our NEOs (other than the Chief Executive Officer), including any relevant corporate goals and objectives, annual performance objectives, annual salary, bonus, equity-based incentives, and other benefits. The Committee also serves as the administrator of our equity incentive plan.

Role of Executives. Our NEOs have a limited role in the executive compensation process. Our Chief Executive Officer provides the Committee with evaluations of his direct reports, including our other NEOs, and makes compensation recommendations for these individuals. While the Committee considers the feedback provided by our Chief Executive Officer, it remains solely responsible for approving, or recommending to our Board of Directors for approval, the compensation of all of our executive officers.

Compensation Setting Process

The Committee follows a thoughtful and deliberate approach in discharging its responsibilities with respect to our executive compensation program and making compensation decisions throughout the year. In fulfilling this role, the Committee reviews with its independent compensation consultant the elements and levels of the compensation paid or granted to our NEOs. While the



CAVA Group, Inc.	24	2025 Proxy Statement

Committee does not strictly benchmark any element of compensation described below to any specified compensation levels within the Company’s peer group, it generally seeks to set overall compensation at the median level of such compensation at companies within our peer group and also as reflected in general industry surveys representing companies with similar revenue and market capitalization.

We intend to hold our first non-binding stockholder advisory vote on our compensation programs this year at our annual meeting of stockholders and the Committee is expected to review and consider the vote results in connection with making future compensation decisions.

Role of Compensation Consultant

Under its charter, the Committee has the sole discretion to retain and seek the advice of a compensation consultant in order to assist the Committee with fulfilling its compensation-related responsibilities. In 2024, the Committee retained Pearl Meyer Partners (“Pearl Meyer”) as its independent compensation consultant. During 2024, Pearl Meyer provided the Committee with the following services:

•Provided peer and market data on total compensation and the elements of our compensation program (including base salary, annual bonus, long-term incentives, and perquisites);

•Conducted peer group analysis and competitive positioning of executive compensation;

•Provided updates on regulatory developments relating to executive compensation; and

•Assisted in the company’s overall assessment of compensation-related risks relating to our employee compensation program.

During 2024, the Committee reviewed its existing relationship with Pearl Meyer, in light of applicable SEC and NYSE requirements, and determined that Pearl Meyer’s work for the Committee did not raise any conflicts of interest and that Pearl Meyer was an independent advisor to the Committee.

Compensation Peer Group

We established a peer group of 13 publicly traded companies in 2023 to inform executive compensation determinations as of the date of our IPO and for 2024.


2024 Peer Group

Beyond Meat, Inc.			Sweetgreen, Inc.
Dutch Bros Inc.			Traeger, Inc.
e.l.f Beauty, Inc.			Warby Parker, Inc.
First Watch Restaurant Group, Inc.			Wingstop, Inc.
Portillo’s Inc.			Xponential Fitness, Inc.
Shake Shack Inc.			YETI Holdings, Inc.
Sovos Brands, Inc.

In consultation with Pearl Meyer, during 2024 the Committee reviewed and updated the peer group that had been in effect at the time of our IPO and adopted the following peer group of 12 publicly-traded companies, which reflect a mix of restaurant and other high growth consumer-focused and retail companies, in order to help inform its compensation decisions for 2025:



CAVA Group, Inc.	25	2025 Proxy Statement


2025 Peer Group

Dutch Bros Inc.			Planet Fitness, Inc.
e.l.f. Beauty, Inc.			Shake Shack Inc.
First Watch Restaurant Group, Inc.			Sweetgreen, Inc.
Five Below, Inc.			Texas Roadhouse, Inc.
Freshpet, Inc.			Wingstop Inc.
Maplebear Inc.			YETI Holdings, Inc.

In evaluating companies for inclusion in the 2024 peer group, in discussion with Pearl Meyer, the Committee considered numerous factors, including similarity of sector, total revenue over the trailing 12-month period, market capitalization, market capitalization to revenue ratio, revenue growth over a one- and three-year period, restaurant factors, including number of owned and franchised restaurants and new restaurant openings, and such other factors that it deemed appropriate.

Elements of Compensation


Component	Form of Payout	Objective

Base Salary	Cash	Provide stable element of compensation that helps attract and retain key executives
Annual Incentive Awards	Cash	Incentivize achievement of short-term business objectives and reward individual contributions
Equity Incentive Compensation	Equity awards in the form of stock options and RSUs	Strengthen alignment between executive pay and stockholder interests by tying compensation realized to stock price appreciation, and reinforce retention

Annual Base Salary

We provide each of our NEOs with a base salary for the services that the NEO performs for us. Base salary serves as the primary form of fixed compensation for our NEOs and helps attract and retain our executive talent. Base salary can also impact other compensation and benefit opportunities, including annual short-term incentives, as such opportunities are expressed as a percentage of base salary. Base salaries for our NEOs were reviewed and, except for Ms. Somers, increased, at the time of our IPO and remained unchanged during 2024.

Annual Incentive Awards

The CAVA Short-Term Incentive Plan for 2024 (the “CAVA Short-Term Incentive Plan”) was designed to incentivize the achievement of the Company’s short-term business objectives and reward the individual contributions of participants towards meeting these objectives. Company financial performance impacts 75% of the CAVA Short-Term Incentive Plan payout while an individual’s performance impacts 25% of the payout. For 2024, the Committee determined that Company performance should be measured by Adjusted EBITDA (67%) and Revenue (33%). “Adjusted EBITDA” is defined as net income adjusted to exclude interest income, net, benefit from income taxes, and depreciation and amortization, further adjusted to exclude equity-based compensation, other income, net, impairment and asset disposal costs, restructuring and other costs, and certain non-recurring public company costs. Revenue



CAVA Group, Inc.	26	2025 Proxy Statement

includes sales of food and beverage in our CAVA restaurants and consumer packaged goods sales. Please see the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024 for additional information.

The Committee chose Adjusted EBITDA because it reflects an important short-term goal of improving our operating profitability and is a metric that our stockholders use to evaluate the Company’s performance. The Committee chose Revenue because it aligns with business goals to expand market share and attract new customers and placed a lesser emphasis on it than Adjusted EBITDA because Adjusted EBITDA ensures sustainable profitability, not just growth. The Adjusted EBITDA and Revenue goals under the CAVA Short-Term Incentive Plan were established at the beginning of the fiscal year and approved by our Board of Directors.

Individual performance of the CEO and the other NEOs is assessed based on how their individual performance supports the achievement of the Company’s strategic objectives that are tied to the NEO’s area of responsibility. This allows annual incentive awards to be differentiated on the basis of individual performance and aligns compensation with the achievement of key non-financial initiatives. The individual performance of the CEO is evaluated by the Committee. The CEO evaluates the performance of each other NEO and recommends performance ratings which are approved by the Committee.

The following table sets forth the target achievement levels and the actual fiscal 2024 results with respect to each of the financial metrics included in the CAVA Short-Term Incentive Plan. For the attainment of Revenue and Adjusted EBITDA within the range of each percentage referenced below, the Company interpolates the actual amounts payable. The Company’s Adjusted EBITDA and Revenue targets for fiscal 2024 under the CAVA Short-Term Incentive Plan were $88.9 million and $866.2 million, respectively, which represented a 20.5% increase and 18.9% increase, respectively, over the Company’s fiscal 2023 results.


Metric	Weighting (%)		Threshold 25% payout ($)	Target 100% payout ($)	Maximum 200% payout ($)	Actual Results ($)	Payout (% of Target)

Adjusted EBITDA	67	%	75,605,000	88,947,000	123,626,000	126,248,000	200	%
Revenue	33	%	779,607,000	866,230,000	996,165,000	963,713,000	175	%
Total - Company Performance							192	%

During fiscal 2024, the Company achieved 141.9% of the Adjusted EBITDA target and 111.3% of the Revenue target, resulting in a payout of those portions of the annual bonus at 200% and 175.2%, respectively, and overall with the individual portion, an average payout to the NEOs of 189% compared to a 196% payout level in fiscal 2023, representing a 7% decrease year over year in the payout, in accordance with the terms of the CAVA Short-Term Incentive Plan.

The Committee evaluated the individual performance of the CEO and the other NEOs, including with respect to how their performance during the year supported the Company’s strategic objectives of:

•Expanding Our Mediterranean Way in Communities Across the Country;

•Developing Personal Relationships with Guests, Even as We Scale;

•Running Great Restaurants, Every Location, Every Shift; and

•Operating as a High-Performing Team.

The Committee considered each NEO’s contributions to the following accomplishments in 2024:

•35.1% CAVA revenue growth

•13.4% same restaurant sales growth and 8.7% guest traffic growth

•71% Adjusted EBITDA growth



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•25% restaurant-level profit margin

•58 net new CAVA restaurant openings, representing 18.8% year-over-year growth in restaurant count

•Increased shareholder value by 86.8% from our IPO to fiscal year end 2024

•Expansion of geographic footprint in new U.S. markets including Chicago

•Successful culinary innovation, new culinary launches, and brand partnerships to fuel growth

•Continued investment in digital strategy and launched a reimagined loyalty program

•Continued training and quality standards to consistently deliver to our customers; and

•Continued focus on creating a culture of growth, discipline, and employee engagement.

Each NEO was eligible to receive an annual bonus under the CAVA Short-Term Incentive Plan. After reviewing individual contributions to the accomplishments described above, the Committee approved Individual Performance Ratings of 150% of target for each of Ms. Tolivar, Mr. Xenohristos, and Ms. Costanza and 200% of target for each of Mr. Schulman and Ms. Somers.

The table below shows the 2024 target annual bonus based on each NEO’s applicable base salary and the actual CAVA Short-Term Incentive Plan bonus earned based on our financial results and the individual performance of our NEOs, as determined by our Committee.


Executive	Target (%)		Target ($)	Actual ($)

Brett Schulman	100	%	650,000	1,259,700
Tricia Tolivar	50	%	270,500	490,416
Jennifer Somers	50	%	255,000	494,190
Theodoros Xenohristos	50	%	200,000	362,600
Kelly Costanza	50	%	200,000	362,600

Equity Incentive Compensation

The Committee believes that participation by our NEOs in our equity incentive program strengthens the alignment between the interests of our executive officers and those of our stockholders. Granting equity incentives with extended vesting periods also serves to encourage retention. The Company maintains the 2023 Equity Incentive Plan, a stockholder-approved long-term incentive compensation plan, under which, in 2023, we granted RSUs and stock options. No equity awards were granted to our NEOs in 2024 because each executive received an equity grant in connection with our IPO that was intended to address equity award opportunities for fiscal 2024. We believe a brief discussion of these 2023 grants provides helpful context for understanding how a significant portion of our NEOs’ compensation is at risk and tied to the achievement of the company’s financial performance as measured through our stock price appreciation, which reinforces a strong alignment between the compensation opportunities of our NEOs and the interests of our stockholders.

Mr. Schulman’s June 2023 IPO award (the “CEO IPO Award”) was granted in the form of 50% RSUs and 50% stock options. The CEO IPO Award vests in five equal annual installments commencing June 14, 2024, generally subject to Mr. Schulman’s continued employment through each applicable vesting date. The June 2023 IPO awards (the “NEO IPO Awards”) for Mses. Tolivar, Somers and Costanza and Mr. Xenohristos were also granted in an equal mix of stock options and RSUs. The NEO IPO Awards vest in four equal annual installments commencing June 14, 2024, generally subject to continued employment through each applicable vesting date. In addition to aligning the interests of our NEOs with those of our stockholders, the vesting periods applicable to the CEO IPO Award and NEO IPO Awards were intended to promote post-IPO retention and leadership stability among our NEOs.



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Employment Agreements

In connection with our IPO, our Board of Directors approved an amended and restated employment agreement with Mr. Schulman (the “Amended and Restated CEO Agreement”), which was effective on June 20, 2023 and governs the terms and conditions of his employment with us. Under this agreement, Mr. Schulman will receive annual long-term incentive grants under our 2023 Equity Incentive Plan, with each award having a grant date value of $2,925,000 and denoted in a type or type(s) of award as determined by the Committee. The Amended and Restated CEO Agreement also provides Mr. Schulman with certain severance protections.

Mr. Xenohristos and Ms. Costanza also have entered into employment agreements with the Company that govern the terms and conditions of their employment and provide the executives with certain severance protections. Mses. Somers and Tolivar were subject to employment agreements that expired pursuant to their terms during 2024 and 2023, respectively. In the event of certain qualifying terminations of employment, each of our NEOs is afforded severance protection under our executive severance plan. These severance protections, as well as the severance protection that Messrs. Schulman and Xenohristos and Ms. Costanza are entitled to under their respective employment agreements, are described in more detail below under “Potential Payments Upon Termination or Change in Control.”

Other Benefits and Perquisites

We provide our NEOs with limited perquisites, which generally consist of an executive discount for the cost of medical, dental, and vision coverage; executive physicals; and a cybersecurity/identification protection program benefit. The amounts attributable to these perquisites are included in the Summary Compensation Table below as “All Other Compensation” and detailed in footnote 4 to that table.

In addition, our NEOs participate in our tax-qualified 401(k) plan, a broad-based, defined contribution retirement plan in which all of our employees who meet certain age and service requirements are eligible to participate. We make a matching contribution equal to 25% of each employee’s deferrals under the plan, up to 3% of an employee’s eligible compensation. The annual value of the contributions to our retirement plan for 2024 for each NEO is reflected in the “All Other Compensation” column of the Summary Compensation Table below. We do not maintain a defined benefit pension plan or supplemental executive retirement plan.

Director and Executive Stock Ownership Guidelines

We have Director and Executive Stock Ownership Guidelines (the “SO Guidelines”), which provide the recommended guidelines for stock ownership for the Company’s directors and executives, as follows:


Covered Person			Guideline Level

Chief Executive Officer			Five (5) times annual base salary
Other Executives			One (1) times annual base salary
Non-Employee Directors			Five (5) times annual cash retainer

For purposes of meeting the SO Guidelines, the SO Guidelines define stock ownership to include:

•shares owned directly by a Covered Person (including through open market purchase or acquired and held upon vesting of Company restricted stock, restricted stock unit and shares held and received upon exercise of stock option awards);

•shares owned jointly with or separately by the Covered Person’s spouse;

•shares held in trust for the benefit of the Covered Person or one or more family members of the Covered Person;

•vested and unvested time-vesting restricted stock awards or their equivalent under any broad-based equity compensation plan or program implemented by the Company;



CAVA Group, Inc.	29	2025 Proxy Statement

•vested and unvested time-vesting restricted stock unit awards or their equivalent under any broad-based equity compensation plan or program implemented by the Company;

•Non-Employee Director deferred shares or share unit awards or their equivalent under any equity compensation plan or program implemented by the Company;

•shares or share equivalents held in qualified or nonqualified savings, profit-sharing, or deferred compensation accounts; and

•shares owned by a partnership, limited liability company or other entity to the extent of the Covered Person’s interest therein (or the interest therein of his or her Family Members) but only if such Covered Person has or shares power to vote or dispose of the shares.

Executives, including NEOs, and non-employee directors covered by the SO Guidelines are encouraged to hold not less than fifty percent (50%) of Company equity acquired, net of taxes, through the vesting of any Company equity award until the Guideline Levels provided in the SO Guidelines are met. In addition to the multiple of salary or multiple of cash retainer guideline, other guidelines, including the length of time executives have to attain the multiple guideline, are defined in the SO Guidelines.

The Committee assesses progress toward meeting stock ownership expectations on an annual basis, measured on the last day of each calendar year. Management discusses with the Committee each NEO’s and non-employee director’s progress toward meeting his or her stock ownership expectations. As of December 31, 2024, each NEO and director had either met the guidelines provided in the SO Guidelines or was deemed by the Committee to be on a satisfactory path to meet the guidelines provided in the SO Guidelines.

Securities Trading Policy

We have adopted a Securities Trading Policy that governs the purchase, sale, and other transactions in our securities by our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations and applicable NYSE listing standards. Our Securities Trading Policy also requires that the Company and its subsidiaries must, at all times, comply with the applicable securities laws when transacting in its own securities.

Our Securities Trading Policy prohibits our directors, officers, and employees (including family members of the same and entities controlled by any such persons) from engaging in any transactions, including variable forward contracts, equity swaps, collars, and exchange funds, that are designed to hedge or offset any decrease in the market value of the Company’s equity securities. Our Securities Trading Policy also prohibits any of the foregoing persons, whether or not in possession of material non-public information, from purchasing the Company’s securities on margin, borrowing against any account in which the Company’s securities are held, or pledging the Company’s securities as collateral for a loan, without first obtaining pre-clearance from the Chief Legal Officer. The Chief Legal Officer is under no obligation to approve any request for pre-clearance and may determine not to permit the arrangement for any reason. Approvals will be based on the particular facts and circumstances of the request, including, but not limited to, the percentage amount that the securities being pledged represent of the total number of our securities held by the person making the request and the financial capacity of the person making the request.

Policies on Clawback and Recovery of Compensation

The Company maintains an Incentive Compensation Clawback Policy that meets the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, SEC rules, and applicable listing standards. Our clawback policy provides for the recovery of erroneously-awarded incentive compensation received by a current or former executive officer in the event we are required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under applicable securities laws. The policy applies to erroneously-awarded incentive compensation whether or not the executive officer is individually “at fault.” Each of our executive officers has expressly agreed to the terms of our Dodd-Frank clawback policy.



CAVA Group, Inc.	30	2025 Proxy Statement

Compensation Risk Management

Our Committee has reviewed our compensation policies and practices and does not believe that these policies and practices create risks that are reasonably likely to have a material adverse effect on us.

Equity Grant Practices

The Committee does not schedule equity award grant dates in anticipation of the release of material non-public information, and the Company does not have any plans, programs, or practices of timing the release of material non-public information in order to affect the value of executive compensation. The exercise price of stock options is set at the closing price of the Company’s common stock on the NYSE on the date of the grant.

Tax Treatment

The Committee believes that stockholders’ interests are best served if the Committee retains the discretion to approve compensation arrangements that support our corporate objectives, even if an arrangement does not qualify for full or partial tax deductibility under the U.S. tax rules.



CAVA Group, Inc.	31	2025 Proxy Statement

Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on these reviews and discussions, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

PEOPLE, CULTURE AND COMPENSATION COMMITTEE

Lauri Shanahan (Chair)

Benjamin Felt

Karen Kochevar



CAVA Group, Inc.	32	2025 Proxy Statement

Compensation Tables

Summary Compensation Table

The table below sets forth the annual compensation earned by our NEOs for the fiscal years presented.


Executive Principal Position	Year	Salary (1) ($)	Bonus ($)	Stock Awards(2) ($)	Option Awards(2) ($)	Non-Equity Incentive Plan Compensation (3) ($)	All Other Compensation (4) ($)	Total ($)

Brett Schulman President and Chief Executive Officer	2024	650,000	—	—	—	1,259,700	14,518	1,924,218
	2023	647,362	—	7,544,150	7,544,150	1,300,000	25,267	17,060,929
	2022	618,000	69,525	1,158,746	385,959	365,006	5,692	2,602,928
Tricia Tolivar Chief Financial Officer	2024	541,000	—	—	—	490,416	14,902	1,046,318
	2023	551,309	—	1,147,700	1,147,700	551,309	24,933	3,422,951
	2022	520,000	39,000	129,985	129,902	204,750	—	1,023,637
Jennifer Somers Chief Operations Officer	2024	510,000	—	—	—	494,190	22,079	1,026,269
	2023	519,808	—	690,000	690,000	478,125	29,805	2,407,738
	2022	500,000	587,500	124,983	124,898	134,375	58,000	1,529,756
Theodoros Xenohristos Chief Concept Officer	2024	400,000	—	—	—	362,600	9,416	772,016
	2023	345,152	—	1,791,000	629,450	375,000	7,248	3,147,850
	2022	257,500	—	64,375	64,370	120,703	157	507,105
Kelly Costanza Chief People Officer	2024	400,000	—	—	—	362,600	24,686	787,286
	2023	404,708	—	660,923	660,923	400,000	22,244	2,148,798
	2022	378,550	—	689,528	94,631	177,745	14,754	1,355,208

1.The amounts reported represent the NEO’s base salary earned during the fiscal year covered. Fiscal 2023 contained a 53rd week.

2.No equity awards were granted to our NEOs in 2024 because each executive received an equity grant in connection with our IPO that was intended to address equity award opportunities for 2024. Please see the “Equity Incentive Compensation” section of the “Compensation Discussion & Analysis.”

3.Amounts included in this column reflect each NEO’s annual cash incentive awards earned under the CAVA Short-Term Incentive Plan. Please see the “Annual Incentive Awards” section of the “Compensation Discussion & Analysis.”

4. For fiscal 2024, the amounts reported in “All Other Compensation” include the following:



CAVA Group, Inc.	33	2025 Proxy Statement


Executive	Company 401(k) Match(a) ($)	Life Insurance Premiums(b) ($)	Value of Benefits Discount(c) ($)	Executive Physical(d) ($)	Executive Cybersecurity(e) ($)	Auto Allowance(f) ($)	Total ($)

Brett Schulman	692	4,650	2,976	4,200	2,000	—	14,518
Tricia Tolivar	—	5,726	2,976	4,200	2,000	—	14,902
Jennifer Somers	588	2,721	2,954	4,200	2,000	9,616	22,079
Theodoros Xenohristos	—	3,216	—	4,200	2,000	—	9,416
Kelly Costanza	2,587	3,866	12,033	4,200	2,000	—	24,686

a.Consists of matching contributions made by the Company to the Company’s 401(k) Plan for the benefit of the executive.

b.Represents life insurance premiums paid by the Company on the executive’s behalf under the Company’s executive life insurance plan.

c.Represents an executive discount provided for cost of medical, dental, and vision coverage.

d.Represents the cost to the Company of an executive physical benefit program to support early identification of preventable health risks.

e.Represents the cost to the Company of an executive cybersecurity/identification protection program.

f.Represents an annual car allowance paid to Ms. Somers pursuant to the terms of her employment agreement.

Grants of Plan-Based Awards Table

The following table reports potential payouts for the cash incentive awards granted under the CAVA Short-Term Incentive Plan in 2024.


		Estimated Future Payouts under Non-Equity Incentive Plan Awards ($)(1)

Executive	Grant Date	Threshold ($)	Target ($)	Maximum ($)

Brett Schulman	—	203,125	650,000	1,300,000
Tricia Tolivar	—	84,531	270,500	541,000
Jennifer Somers	—	79,688	255,000	510,000
Theodoros Xenohristos	—	62,500	200,000	400,000
Kelly Costanza	—	62,500	200,000	400,000

1.Amounts reflect the threshold, target and maximum amounts payable with respect to the cash incentive awards granted to each NEO under the CAVA Short-Term Incentive Plan. Please see the “Annual Incentive Awards” section of the “Compensation Discussion & Analysis.”



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Narrative to Summary Compensation Table

Each of our NEOs is eligible to receive an annual base salary and participate in the CAVA Short-Term Incentive Plan. Please see the “Annual Base Salary” and “Annual Incentive Awards” sections of the “Compensation Discussion and Analysis” above. For information on the employment agreements that we have entered into with certain of our NEOs, please see the “Employment Agreements” section of the “Compensation Discussion and Analysis” above. As a condition to employment, each of our NEOs has also entered into the Company’s Confidential and Proprietary Information and Non-Competition Agreement. Such agreement includes the following restrictive covenants: (i) a perpetual confidentiality covenant, (ii) an assignment of intellectual property covenant, (iii) a non-competition covenant that applies during the executive’s employment and for one year thereafter, and (iv) an employee, consultant and customer non-solicitation covenant that applies during the executive’s employment and for two years thereafter.

Outstanding Equity Awards at Fiscal Year-End

The table below sets forth the outstanding equity awards held by the NEOs as of December 29, 2024:


			Option Awards				Stock Awards

Executive	Option/Stock Award Grant Date		Number of Securities Underlying Unexercised Options – Exercisable (#)	Number of Securities Underlying Unexercised Options – Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Units of Stock that Have Not Vested (#)	Market Value of Units of Stock That Have Not Vested(9) ($)

Brett Schulman	2/22/2018		26,380	—	2.66	2/22/2028	—	—
	1/25/2019		385,798	—	7.56	1/25/2029	—	—
	2/6/2019		14,619	—	2.94	2/6/2029	—	—
	1/1/2021	(1)	—	—	—	—	29,841	3,412,915
	5/10/2022	(2)	64,902	64,905	6.75	5/10/2032	85,833	9,816,720
	4/3/2023	(3)	12,447	37,431	9.58	4/3/2033	18,156	2,076,502
	6/14/2023	(4)	129,425	517,698	22.00	6/14/2033	—	—
	6/15/2023	(4)	—	—	—	—	265,909	30,412,012
Tricia Tolivar	5/10/2022	(2)	21,843	21,846	6.75	5/10/2032	9,630	1,101,383
	4/3/2023	(3)	7,278	21,837	9.58	4/3/2033	10,590	1,211,178
	6/14/2023	(5)	22,621	67,861	22.00	6/14/2033	—	—
	6/15/2023	(5)	—	—	—	—	34,516	3,947,595



CAVA Group, Inc.	35	2025 Proxy Statement


			Option Awards				Stock Awards

Executive	Option/Stock Award Grant Date		Number of Securities Underlying Unexercised Options – Exercisable (#)	Number of Securities Underlying Unexercised Options – Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Units of Stock that Have Not Vested (#)	Market Value of Units of Stock That Have Not Vested(9) ($)

Jennifer Somers	10/26/2021	(6)	—	—	—	—	30,033	3,434,874
	5/10/2022	(2)	21,003	21,003	6.75	5/10/2032	9,258	1,058,837
	4/3/2023	(3)	6,864	20,592	9.58	4/3/2033	9,987	1,142,213
	6/14/2023	(5)	12,567	37,701	22.00	6/14/2033	—	—
	6/15/2023	(5)	—	—	—	—	19,176	2,193,159
Theodoros Xenohristos	5/10/2022	(2)	10,815	10,818	6.75	5/10/2032	4,770	545,545
	4/3/2023	(3)	3,606	10,812	9.58	4/3/2033	5,244	599,756
	5/22/2023	(8)	—	—	—	—	58,755	6,719,809
	6/14/2023	(5)	12,567	37,701	22.00	6/14/2033	—	—
	6/15/2023	(5)	—	—	—	—	19,176	2,193,159
Kelly Costanza	1/1/2021	(1)	—	—	—	—	17,409	1,991,067
	5/10/2022	(2)	15,900	15,903	6.75	5/10/2032	7,011	801,848
	5/20/2022	(7)	—	—	—	—	45,000	5,146,650
	4/3/2023	(3)	5,298	15,897	9.58	4/3/2033	7,707	881,450
	6/14/2023	(5)	12,567	37,701	22.00	6/14/2033	—	—
	6/15/2023	(5)	—	—	—	—	19,176	2,193,159

1.Reflects an award of RSUs that vests in four equal annual installments commencing on January 1, 2022. In all cases, vesting is generally subject to continued employment.

2.Reflects awards of stock options and RSUs that each vest in four equal annual installments commencing on January 20, 2023.

3.Reflects awards of stock options and RSUs that each vest in four equal annual installments commencing on January 24, 2024.

4.Reflects awards of stock options and RSUs that each vest in five equal annual installments commencing on June 14, 2024.

5.Reflects awards of stock options and RSUs that each vest in four equal annual installments commencing on June 14, 2024.

6.Reflects an award of RSUs that vests in four equal annual installments commencing on November 16, 2022.

7.Reflects an award of RSUs that vests in four equal annual installments commencing on May 20, 2023.

8.Reflects an award of RSUs that vests in four equal annual installments commencing on May 8, 2024.

9.The market value for unvested stock awards is based on the closing market price of common stock on December 27, 2024, the last trading day of fiscal 2024, of $114.37.



CAVA Group, Inc.	36	2025 Proxy Statement

Option Exercises and Stock Awards Vested During 2024


	Option Awards		Stock Awards

Executive	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise(1) ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(2) (#)

Brett Schulman	475,557	64,675,118	155,709	9,983,218
Tricia Tolivar	—	—	100,153	12,779,307
Jennifer Somers	—	—	44,381	5,035,014
Theodoros Xenohristos	98,490	12,260,978	30,113	2,221,383
Kelly Costanza	—	—	55,586	3,672,626

1.Represents the stock price on the NYSE at exercise minus the option exercise price multiplied by the number of shares acquired on exercise.

2.Represents the fair market value of the shares on the vesting date of RSUs, calculated as the closing stock price on the NYSE on the vesting date (or the previous business day if vesting occurred during a weekend) multiplied by the number of shares vesting.

Potential Payments upon Termination or Change in Control

Executive Severance Plan and Employment Agreements

The NEOs participate in the CAVA Group, Inc. Executive Severance Plan, or the “executive severance plan,” which was adopted by the Committee to provide for severance pay and benefits to covered executives and other key employees under certain circumstances. Messrs. Schulman and Xenohristos and Ms. Costanza are eligible to receive severance pay and benefits under their individual employment agreements in the event of certain qualifying terminations of their employment to the extent such benefits are equal to or greater than the benefits provided under the executive severance plan.

Schulman Employment Agreement

Pursuant to the Amended and Restated CEO Agreement, following Mr. Schulman’s involuntary termination by the Company without cause or his voluntary resignation for good reason (as such terms are defined in the Amended and Restated CEO Agreement and each such termination, a “qualifying termination”), Mr. Schulman is entitled to receive severance benefits consisting of (i) any annual bonus for the prior completed fiscal year to the extent unpaid as of the termination date, (ii) 18 months of salary continuation payments, (iii) a pro-rated annual bonus for the year of termination, based on actual performance and payable when bonuses are paid to other Company executives, and (iv) up to 18 months of Company-paid COBRA continuation. Following a termination of Mr. Schulman’s employment by reason of death or disability, he is entitled to receive (i) any unpaid annual bonus for the prior completed fiscal year to the extent unpaid as of the termination date and (ii) a pro-rated annual bonus for the year in which the termination occurs, based on actual performance and payable when bonuses are paid to other Company executives. Payment of severance is contingent upon execution and non-revocation of a general release of claims in favor of the Company and its affiliates.

Xenohristos and Costanza Employment Agreements

Under the employment agreements with Mr. Xenohristos and Ms. Costanza, in the event of a termination of the executive’s employment by the Company without “cause” or by the executive for “good reason” (as such terms are defined in the respective employment agreement), the executives are eligible to receive: (i) cash severance of 12 months’ continued salary, (ii) up to 12 months’ COBRA premiums, and (iii) a pro-rated annual bonus for the year in which the termination occurs, based on the executive’s performance during such year, and paid on the date on which annual bonuses are paid to other senior executives of the Company for



CAVA Group, Inc.	37	2025 Proxy Statement

such year. Payment of severance is contingent upon execution and non-revocation of a general release of claims in favor of the Company and its affiliates.

Executive Severance Plan

In the event that the employment of Mses. Tolivar or Somers is terminated by the Company without Cause (as defined in the executive severance plan), or the executive terminates her employment for Good Reason (as defined in the executive severance plan), then the executive will be entitled to receive:

•For a period of 12 months following the date of termination (the “Severance Period”), an amount equal to the executive’s base salary rate in effect immediately prior to her termination, payable in accordance with the Company’s customary payroll practices;

•A lump sum cash payment equal to the cash bonus with respect to the fiscal year in which such executive’s termination of employment occurs, based on actual achievement of any applicable performance goals or objectives and any applicable individual performance goals or objectives, prorated for the number of days the executive was employed during that fiscal year and payable when bonuses are paid to other Company executives; and

•Payment or reimbursement of the employer portion of such executive’s and her covered eligible dependents’ health insurance coverage premiums under COBRA until the earlier of the completion of such executive’s Severance Period and such time as the executive becomes eligible to receive health insurance coverage from a subsequent employer.

Receipt of severance benefits under the executive severance plan is subject to: (a) the executive’s compliance with certain restrictive covenants, including (i) post-termination non-competition and non-solicitation of customers and employees covenants, (ii) a perpetual confidentiality covenant and (iii) a perpetual non-disparagement covenant in favor of the Company; and (b) the executive’s execution of a general release of claims.

The executive severance plan also provides that if any payment or benefits would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and would therefore be subject to an excise tax under Section 4999 of the Internal Revenue Code, such payments and benefits (1) will be reduced to the extent necessary so that no amount is subject to the excise tax, or (2) not reduced, whichever, after taking into account all applicable federal, state and local employment and income taxes and the excise tax, results in the participant’s receipt, on an after-tax basis, of the greater payments and benefits.

Equity Awards

Except with respect to the CEO IPO Award and the NEO IPO Awards, unvested RSU and option awards granted under both the 2015 and 2023 Equity Incentive Plans will generally be forfeited upon termination. Vested options granted under the 2015 Equity Incentive Plan are exercisable for a certain period following termination of each NEO’s employment, as follows: (i) 3 months following the termination of the NEO’s employment for any reason other than cause, disability or death, (ii) 12 months following termination of employment due to disability, or (iii) 18 months following termination due to death that occurs during the term of employment. Vested options granted under the 2023 Equity Incentive Plan are exercisable for a certain period following termination of each NEO’s employment, as follows: (i) 3 months following the termination of the NEO’s employment for any reason other than cause, disability or death, (ii) 18 months following termination of employment due to disability, or (iii) 12 months following termination due to death that occurs during the term of employment. In no event are options granted under either the 2015 or 2023 Equity Incentive Plan exercisable following the option’s expiration date, which is 10 years from the date of grant.

In the event of a change in control of the Company, if either (i) the CEO IPO Award is not otherwise continued, converted, assumed, or replaced by the Company, a member of the company group or a successor entity thereto; or (ii) Mr. Schulman experiences a qualifying termination at any time following a change in control in which the CEO IPO Award is continued, converted, assumed, or replaced by the Company, a member of the company group or a successor entity thereto, all unvested RSUs and stock options underlying the CEO IPO Award will fully vest in connection with such change in control or qualifying termination, as applicable. In the event that Mses.



CAVA Group, Inc.	38	2025 Proxy Statement

Tolivar, Somers or Costanza, or Mr. Xenohristos experiences a qualifying termination in connection with or during the 18-month period following a change in control, all unvested RSUs and stock options underlying the executive’s NEO IPO Award would immediately vest.

The following table sets forth aggregate estimated payment obligations to each of our NEOs, assuming that the triggering events had occurred on December 29, 2024, the last day of fiscal 2024, pursuant to the terms of the applicable plans and/or employment-related agreement as in effect on such date.


Executive	Benefit Type	Termination due to death or disability ($)	Termination without Cause or for Good Reason ($)	Termination without Cause or for Good Reason in connection with a Change of Control ($)

Brett Schulman	Severance	1,259,700	2,234,700	2,234,700
	Benefits Continuation	—	11,418	11,418
	Value of Equity Acceleration(1)	—	—	78,231,777
Tricia Tolivar	Severance	490,416	1,031,416	1,031,416
	Benefits Continuation	—	11,418	11,418
	Value of Equity Acceleration(1)	—	—	10,215,915
Jennifer Somers	Severance	494,190	1,004,190	1,004,190
	Benefits Continuation	—	11,261	11,261
	Value of Equity Acceleration(1)	—	—	5,675,600
Theodoros Xenohristos	Severance	362,600	762,600	762,600
	Benefits Continuation	—	12,009	12,009
	Value of Equity Acceleration(1)	—	—	5,675,600
Kelly Costanza	Severance	362,600	762,600	762,600
	Benefits Continuation	—	12,014	12,014
	Value of Equity Acceleration(1)	—	—	5,675,600

1.The value of equity acceleration is based on the closing market price of common stock on December 27, 2024, the last trading day of fiscal 2024, of $114.37.



CAVA Group, Inc.	39	2025 Proxy Statement

Pay Versus Performance Table

As described in “Compensation Discussion and Analysis,” our People, Culture, and Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of financial, operational, and strategic goals that we believe enhance long-term shareholder value. The table below sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2023 and 2024:


					Value of Initial Fixed $100 Investment Based on:

Year	(1) Summary Compensation Table Total for CEO ($)	(2) Compensation Actually Paid to CEO ($)	(3) Average Summary Compensation Table Total for Non-CEO NEOs ($)	(4) Average Compensation Actually Paid to Non-CEO NEOs ($)	(5) CAVA Total Shareholder Return ($)	(6) Peer Group Total Shareholder Return ($)	(7) Net income ($)	(8) Company Selected Measure: Adjusted EBITDA ($)

2024	1,924,218	80,148,421	908,319	27,481,496	255	111	130,319,000	126,248,000
2023	17,060,929	46,526,664	2,781,834	9,929,713	96	105	13,280,000	73,825,000

1.Reflects compensation amounts reported in the Summary Compensation Table for our CEO, Brett Schulman, for the respective years shown.

2.Reflects the respective amounts set forth in column (1) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in column (2) of the table above do not reflect the actual amount of compensation earned, realized, or received by the CEO during the applicable year, and a significant portion of the value is subject to forfeiture if the underlying vesting conditions with respect to the equity awards are not achieved. For information regarding the decisions made by our People, Culture, and Compensation Committee regarding the CEO’s compensation for each fiscal year, see “Compensation Discussion and Analysis” and the tables and narrative explanations reporting pay for the fiscal years covered in the table above.


Year	Summary Compensation Table Total for CEO ($)	Less: Summary Compensation Table Total Equity (Stock Awards + Option Awards) for CEO ($)	Plus: Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year for CEO ($)	Plus: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years for CEO ($)	Plus: Change in Fair Value of Stock and Option Awards that Vested in the Covered Year for CEO ($)	Less: Fair Value at Prior Fiscal Year-End of Stock and Option and Option Awards Forfeited during the Covered Year for CEO ($)	Compensation Actually Paid to CEO ($)

2024	1,924,218	—	—	69,029,501	9,194,702	—	80,148,421
2023	17,060,929	15,088,300	34,898,602	9,657,763	(2,330)	—	46,526,664

3.The following non-CEO NEOs are included in the average amounts for each year shown: Tricia Tolivar, Jen Somers, Theodoros Xenohristos, and Kelly Costanza.

4.Reflects the respective amounts set forth in column (3) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules and computed in accordance with the methodology used for financial reporting purposes. The dollar amounts reflected in column (4) of the table above do not reflect the actual amount of compensation earned, realized, or received by the non-CEO NEOs during the applicable year, and a significant portion of the value is subject to forfeiture if the underlying vesting conditions with respect to the equity awards are not achieved. For information about the decisions made by our Compensation, People and Culture Committee regarding the non-CEO NEOs’ compensation for each fiscal year, see “Compensation Discussion and Analysis” and the related tables and narrative explanations reporting pay for the fiscal years covered in the table above.



CAVA Group, Inc.	40	2025 Proxy Statement


Year	Average Summary Compensation Table Total for Non-CEO NEOs ($)	Less: Average Summary Compensation Table Total Equity (Stock Awards + Option Awards) for Non-CEO NEOs ($)	Plus: Average Fair Value as of Fiscal Year-End of Stock and Option Awards Granted in Covered Year for Non-CEO NEOs ($)	Plus: Average Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years for Non-CEO NEOs ($)	Plus: Average Change in Fair Value of Stock and Option Awards that Vested in the Covered Year for Non-CEO NEOs ($)	Less: Average Fair Value at Prior Fiscal Year-End of Stock and Option and Option Awards Forfeited during the Covered Year for Non-CEO NEOs ($)	Average Compensation Actually Paid to Non-CEO NEOs ($)

2024	908,319	—	—	20,921,990	5,651,187	—	27,481,496
2023	2,781,834	1,854,424	5,065,659	3,245,653	690,991	—	9,929,713

5.For the relevant fiscal year, represents the cumulative total shareholder return ("TSR") of CAVA through the last day of the applicable fiscal year, assuming $100 was invested on the date of our IPO, June 15, 2023.

6.For the relevant fiscal year, represents the cumulative TSR of the S&P 500 Restaurants Index (Peer Group TSR) through the last day of the applicable fiscal year, assuming $100 was invested on May 31, 2023 and dividends were reinvested.

7.Reflects net income in CAVA's Consolidated Statements of Operations included in the Company's Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2023, and December 29, 2024.

8.Company Selected Measure ("CSM") is Adjusted EBITDA, which is defined as net income adjusted to exclude interest income, net, (benefit from) provision for income taxes, and depreciation and amortization, further adjusted to exclude equity-based compensation, other income, net, impairment and asset disposal costs, restructuring and other costs, and certain non-recurring public company costs.

Pay for performance alignment

The following table identifies the two most important performance measures used by our People, Culture, and Compensation Committee to link the compensation actually paid (“CAP”) to our CEO and other NEOs in 2024 to company performance. The role of each of these performance measures on our NEOs’ compensation is discussed in “Compensation Discussion and Analysis” above.


Most Important Performance Measures

Adjusted EBITDA
Revenue

The charts below reflect the relationship of CAP to our CEO and other NEOs in each of 2023 and 2024 to (1) TSR of CAVA and Peer Group TSR, (2) net income, and (3) Adjusted EBITDA. CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices and various valuation assumptions, but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement. For a discussion of how our People, Culture and Compensation Committee assesses CAVA’s performance and our NEOs pay each year, see “Compensation Discussion and Analysis” in this Proxy Statement.



CAVA Group, Inc.	41	2025 Proxy Statement





Excluding the $80.1 million net benefit from the release of the valuation allowance against deferred tax assets, net income for 2024 would have been $50.1 million. The relationship between CEO CAP, and non-CEO CAP, to net income would still have been positive between 2023 and 2024.



CAVA Group, Inc.	42	2025 Proxy Statement

Certain Relationships and
Related-Party Transactions

Related Person Transaction Policy

Our Board of Directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board of Directors has adopted a written statement of policy regarding the review, approval, or ratification of transactions with related persons, which we refer to as our “related person transaction policy,” that is in conformity with the requirements upon issuers having publicly-held common stock that is listed on the NYSE.

Our related person transaction policy requires that a “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our Chief Legal Officer or Chief Financial Officer any “related person transaction” (defined as any transaction that we anticipate would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The Chief Legal Officer or Chief Financial Officer will then communicate that information to the Audit Committee, unless the Board of Directors designates another approving body composed of the disinterested and independent members of the Board of Directors or any committee (or sub-committee thereof) of the Board of Directors; provided that a majority of the members of the Board of Directors or such committee (or sub-committee), respectively, are disinterested and independent. No related person transaction will be executed without the approval or ratification of our Audit Committee.

In reviewing a prospective or actual related person transaction, the Audit Committee shall consider all relevant facts and circumstances, including, without limitation:

•the relationship of the related person to the Company;

•the nature and extent of the related person’s interest in the transaction;

•the material terms of the transaction;

•the importance and fairness of the transaction both to the Company and to the related person;

•the business rationale for engaging in the transaction;

•whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company;

•whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Company with non-related persons, if any (or if no such transactions have previously been entered into, compared to the value and the terms of similar transactions that the Company would otherwise enter into with non-related persons); and

•any other matters that management or the Audit Committee shall deem appropriate.

The Audit Committee will not approve or ratify a related person transaction unless it shall have determined in good faith that, upon consideration of all relevant information, the related person transaction is in, or is not inconsistent with, the best interests of the Company.



CAVA Group, Inc.	43	2025 Proxy Statement

Investors’ Rights Agreement

Pursuant to the Fifth Amended and Restated Investors’ Rights Agreement dated as of March 26, 2021 by and among CAVA Group, Inc. and the other parties named therein (as amended, the “Investors’ Rights Agreement”), certain of our existing stockholders (including Artal) have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act.

The registration rights set forth in the Investors’ Rights Agreement terminate upon the earlier to occur of (i) the closing of a merger or consolidation in which (A) we are a constituent party or (B) a subsidiary of ours is a constituent party and we issue shares of our capital stock pursuant to such merger or consolidation, subject to certain exceptions (including any such merger or consolidation in which the shares of our capital stock outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, a majority, by voting power, of the capital stock of (I) the surviving or resulting corporation or (II) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation), (ii) the closing of the sale, lease, transfer, exclusive license, or other disposition, in a single transaction or series of related transactions, by us or any of our subsidiaries of all or substantially all the assets of ours and our subsidiaries taken as a whole, (iii) with respect to any particular stockholder, when all of the shares held by such stockholder can be sold in any three-month period without registration in compliance with Rule 144 or another similar exemption under the Securities Act, and (iv) the five year anniversary of the completion of this offering.

We will pay the registration expenses (other than any underwriting discounts, selling commissions, and stock transfer taxes) of the holders of the shares registered for sale pursuant to the registrations described below, including the reasonable fees and disbursements of one counsel for the selling holders not to exceed $20,000. In an underwritten public offering, the underwriters have the right, subject to specified conditions, to limit the number of shares such holders may include. The Investors’ Rights Agreement also requires us to indemnify certain of our stockholders and their affiliates in connection with any registrations of our securities.

S-3 Registration Rights

Parties to the Investors’ Rights Agreement are entitled to certain Form S-3 registration rights. The holders of at least 20% of the registrable shares then outstanding may make a written request that we register the offer and sale of their shares on a registration statement on Form S-3 if we are eligible to file a registration statement on Form S-3 so long as the request covers at least that number of shares with an anticipated aggregate offering price, net of expenses, of at least $25 million. These stockholders may make an unlimited number of requests for registration on Form S-3; however, we will not be required to effect a registration on Form S-3 if we have effected two such registrations within the 12-month period immediately preceding the date of the request. In addition, if we determine that it would be materially detrimental to us and our stockholders to effect such a registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 90 days. Lastly, we will not be required to effect a demand registration during the period beginning 30 days prior to our good faith estimate of the date of the filing of, and ending on a date that is 90 days following the effective date of, of a registration statement initiated by us.

Piggyback Registration Rights

Parties to the Investors’ Rights Agreement are also entitled to certain “piggyback” registration rights allowing the holders to include their shares if we propose to register the offer and sale of our common stock under the Securities Act, subject to certain exceptions and limitations.



CAVA Group, Inc.	44	2025 Proxy Statement

Proposal No. 2
Advisory Vote to Approve the Compensation of our Named Executive Officers

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are asking our stockholders to approve, on an advisory or non-binding basis, the compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K in this Proxy Statement. The vote on this matter is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement.

Our Board of Directors and the People, Culture and Compensation Committee believe that we maintain a compensation program that is tied to performance, aligns with stockholder interests, and merits stockholder support. Accordingly, we are asking our stockholders to approve the compensation of our named executive officers as disclosed in this Proxy Statement by voting FOR the following resolution:

“NOW, THEREFORE, BE IT RESOLVED, that the stockholders hereby approve, on an advisory basis, the compensation paid to the named executive officers of the Company, as disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion related thereto.”

In considering their vote, stockholders may wish to review the information on our compensation policies and decisions regarding the compensation of our named executive officers presented in the Compensation Discussion and Analysis on pages 23-42 of this Proxy Statement, as well as the discussion regarding the People, Culture and Compensation Committee on page 14 of this Proxy Statement.

Although this vote is non-binding, the Board of Directors and the People, Culture and Compensation Committee value the views of our stockholders and will review the results of this vote. If there are a significant number of votes “Against” this proposal, we will take steps to understand those concerns that influenced the vote and consider them in making future decisions about executive compensation.

The affirmative vote of the holders of a majority of the voting power of the shares of common stock present in person or represented by proxy and entitled to vote on this matter at the Annual Meeting is required to approve this proposal. Abstentions will count as a vote “against” on this proposal. Broker non-votes will have no effect on the outcome of this proposal.




VOTE The Board of Directors recommends a vote "FOR" the approval of the compensation of our named executive officers on an advisory basis.



CAVA Group, Inc.	45	2025 Proxy Statement

Proposal No. 3
Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, stockholders are being asked to recommend, on an advisory or non-binding basis, whether future non-binding, advisory stockholder votes to approve the compensation paid to our named executive officers, as described in Proposal 2 above, should occur every one, two or three years. This proposal is sometimes referred to as a “say-on-frequency” vote. While the results of this vote are non-binding and advisory, we value the opinions of our stockholders and will carefully consider the outcome of the vote when determining the frequency of future advisory votes on executive compensation.

The Board of Directors believes that an advisory vote to approve executive compensation on an annual basis is the most appropriate option for the Company at this time, as this option will permit our stockholders to provide direct input on the Company’s executive compensation philosophy, policies, and practices as disclosed in the proxy statement each year, which is consistent with our efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters. Therefore, our Board of Directors recommends that our stockholders to select “1 YEAR” when voting on this Proposal 3 regarding the frequency of advisory say-on-pay votes. Section 14A of the Exchange Act requires the Company to submit a say-on-frequency advisory resolution to its stockholders at least once every six years; therefore, it is anticipated that the next advisory say-on-frequency vote to determine the frequency of future say-on-pay votes will be presented at our annual meeting of stockholders held in 2031.

In considering their vote, stockholders may wish to review the information presented in connection with Proposal 2 on page 45 of this Proxy Statement, the information on our compensation policies and decisions regarding the compensation of our named executive officers presented in the Compensation Discussion and Analysis on pages 23-42 of this Proxy Statement, and the discussion regarding the People, Culture and Compensation Committee on page 14 of this Proxy Statement.

We are providing our stockholders with the option of selecting a frequency of one, two, or three years, or abstaining. For the reasons described above, we recommend that our stockholders select a frequency of every “1 YEAR,” which means an annual vote held every year. If a stockholder has no preference, such stockholder may abstain from voting.

The affirmative vote of the holders of a majority of the voting power of the shares of the common stock present in person or represented by proxy and entitled to vote on this matter at the Annual Meeting is required to approve this proposal. Abstentions will count as a vote “against” on this proposal. The Board of Directors expects to be guided by the voting option that receives the greatest number of votes. Broker non-votes will have no effect on the outcome of this proposal.




VOTE The Board of Directors recommends that you vote to hold an advisory vote on executive compensation every “1 YEAR.”



CAVA Group, Inc.	46	2025 Proxy Statement

Proposal No. 4
Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of our Board of Directors has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 28, 2025. Deloitte was also our independent registered public accounting firm for our fiscal 2024 audit.

We are asking our stockholders to ratify the appointment of Deloitte as our independent registered public accounting firm. Although ratification is not required by our Bylaws or otherwise, we are submitting the appointment of Deloitte as our independent registered public accounting firm to our stockholders for ratification as a matter of good corporate practice and because we value our stockholders' views on our independent registered public accounting firm. In the event that our stockholders do not ratify the appointment of Deloitte, the Audit Committee will investigate the reason for the rejection and reconsider the appointment. Even if our stockholders ratify the selection of Deloitte, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of CAVA and our stockholders.

Representatives of Deloitte are expected to be present at the Annual Meeting, and they will have the opportunity to make a statement if they so desire and to respond to appropriate questions.

Independent Auditor Fees and Services

The following table presents the aggregate fees (in thousands) for professional audit services and other services provided to CAVA by Deloitte for the fiscal years ended December 29, 2024 and December 31, 2023.


	Fiscal Year Ended

	December 29, 2024 ($)	December 31, 2023 ($)

Audit Fees(1)	1,340	1,350
Audit-Related Fees(2)	—	—
Tax Fees(3)	179	—
All Other Fees(4)	2	2
Total Fees	1,521	1,352

1."Audit Fees" consist of fees in connection with the audit of our annual consolidated financial statements, including the audited financial statements as well as other financial statements presented in our registration statement on Form S-1 filed with the SEC in connection with our initial public offering, audited financial statements presented in our Annual Report on Form 10-K, review of our quarterly financial statements presented in our quarterly reports on Form 10-Q, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.



CAVA Group, Inc.	47	2025 Proxy Statement

2.Deloitte did not render any audit related fees in fiscal 2024 or 2023.

3.Tax fees in fiscal 2024 relate to professional services rendered in connection with a Section 382 analysis performed for Zoes Kitchen and CAVA, which pertains to the limitation of net operating loss carryforwards and other tax attributes following an ownership change as defined under the Internal Revenue Code.

4."All Other Fees" consist of subscription fees for use of the Deloitte research tool.

The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Deloitte’s independence and concluded that it was.

Pre-Approval Policies and Procedures

Pursuant to the Audit Committee Charter and the requirements of law, the Audit Committee’s policy is to pre-approve all audit and permitted non-audit services that may be provided by our independent registered public accounting firm, including the fees for those services, subject to the de minimis exception for non-audit services provided by SEC rules and in accordance with the Audit Committee Charter. This pre-approval applies to audit services, audit-related services, tax services, and other services. In some cases, the full Audit Committee provides pre-approval for specific services, subject to a specific dollar threshold. In other cases, the chair of the Audit Committee has the delegated authority from the Audit Committee to pre-approve services as necessary, and the chair then reports any such pre-approvals to the full Audit Committee at its next meeting. For the fiscal year ended December 29, 2024, all of the audit and permitted non-audit services provided by Deloitte and the related fees paid to Deloitte were approved by the Audit Committee.

The ratification of the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending December 28, 2025 will be approved if it receives the affirmative vote of the holders of a majority of voting power of the shares of common stock present in person or represented by proxy and entitled to vote on this matter at the Annual Meeting. Abstentions will count as a vote “against” on this proposal. Because this proposal is considered a “routine” matter, we do not expect there to be any broker non-votes with respect to this proposal.




VOTE The Board of Directors recommends a vote "FOR" the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025.



CAVA Group, Inc.	48	2025 Proxy Statement

Audit Committee Report

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 29, 2024 with our management and Deloitte & Touche LLP, our independent registered public accounting firm. Management is responsible for the preparation, presentation and integrity of the financial statements and maintaining effective internal control over financial reporting. Deloitte & Touche LLP is responsible for performing an independent audit of the Company's financial statements and of the Company's internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) for expressing an opinion on the conformity of the financial statements with accounting principles generally accepted in the United States and the effectiveness of the Company's internal control over financial reporting.

The Audit Committee has discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable standards of the PCAOB and the Securities and Exchange Commission and has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence. The Audit Committee has also discussed with Deloitte & Touche LLP their independence.

Based on its reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024 for filing with the SEC.

AUDIT COMMITTEE

David Bosserman (Chair)
Karen Kochevar
James D. White



CAVA Group, Inc.	49	2025 Proxy Statement

Availability of Annual Report on Form 10-K

Stockholders can access our 2024 Annual Report, which includes our Form 10-K, and other financial information, on our website at https://investor.cava.com/financials/sec-filings/default.aspx under the caption "Financials." Alternatively, stockholders can request a paper copy of the Annual Report without charge by writing to: CAVA Group, Inc., 14 Ridge Square NW, Suite 500, Washington, D.C. 20016, Attention: Corporate Secretary. Websites throughout this Proxy Statement are provided for reference only. Websites referred to herein are not incorporated by reference into this Proxy Statement.



CAVA Group, Inc.	50	2025 Proxy Statement

Questions and Answers

Why am I receiving these materials?

The Board of Directors of CAVA Group, Inc. is soliciting proxies for the Company’s 2025 Annual Meeting of Stockholders (the "Annual Meeting") to be held on June 20, 2025 at 10:00 a.m. Eastern Daylight Time via a live audio webcast at www.virtualshareholdermeeting.com/CAVA2025, or at any adjournment or postponement of the Annual Meeting. Accordingly, we are making these proxy materials available to you on the Internet or, upon your request, by delivering printed versions of these materials to you by mail, in connection with the solicitation of proxies for the Annual Meeting .

What is included in the proxy materials?

The proxy materials include the Notice of Annual Meeting of Stockholders, this Proxy Statement, our 2024 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, and proxy card. We are first distributing or making these materials available to you, as the case may be, on or about April 25, 2025.

I want to attend the 2025 Annual Meeting. What procedures must I follow?

The Annual Meeting will be conducted virtually. All stockholders of record will be able to attend the Annual Meeting via webcast by visiting www.virtualshareholdermeeting.com/CAVA2025 and entering the sixteen-digit control number included on the Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card, or on the instructions that accompanied your proxy materials.

No recording of the Annual Meeting is allowed, including audio and video recording. A recording of the Annual Meeting will be made available on our website at https://investor.cava.com/financials/sec-filings/default.aspx under the caption "Events & Presentations."

Can I participate in the Annual Meeting?

To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice on your proxy card if you elected to receive proxy materials by mail. You may access the Annual Meeting by visiting www.virtualshareholdermeeting.com/CAVA2025. You will be able to submit one question per stockholder during the meeting in accordance with the meeting’s rules of conduct by typing in your question into the “ask a question” box on the meeting page. You may also submit questions in advance of the meeting by delivering such questions by June 19, 2025 to: CAVA Group, Inc., 14 Ridge Square NW, Suite 500, Washington, D.C. 20016, Attention: Corporate Secretary. We will read and respond to appropriate questions during the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website login page.

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The Annual Meeting will be held in a virtual-only meeting format and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will facilitate full and equal participation by all our stockholders from any place in the world at little to no cost. We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:

•providing stockholders with the ability to submit appropriate questions in advance of the meeting; and

•providing stockholders with the ability to submit appropriate questions during the Annual Meeting via the meeting website.



CAVA Group, Inc.	51	2025 Proxy Statement

Why is the Annual Meeting being webcast online?

The Annual Meeting is being held via an audio webcast to reach the broadest number of stockholders possible while reflecting the technology-enabled nature of our Company and reducing environmental impacts and costs associated with planning, holding and arranging logistics for in-person meeting proceedings. The Annual Meeting will provide the same rights and advantages of a physical meeting. Stockholders will be able to present questions online in advance of and during the meeting, providing our stockholders with the opportunity for meaningful engagement with the Company.

Are there rules of conduct for the Annual Meeting?

Yes, the rules of conduct for the Annual Meeting will be available on the Annual Meeting website on the date of the Annual Meeting. The rules of conduct will provide information regarding the rules and procedures for the conduct of the Annual Meeting.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the SEC, we are permitted to furnish proxy materials, including this Proxy Statement and our 2024 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. If you received a Notice by mail, you will not receive a printed copy of the proxy materials. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to our stockholders, will instruct you as to how you may access and review the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet or by telephone. If you would like to receive a paper copy of our proxy materials, you should follow the instructions in the Notice for requesting such materials. Stockholders may request to receive future proxy materials in printed form by following the instructions contained in the Notice. We encourage stockholders to access the proxy materials on the Internet to reduce the costs and environmental impact of our Annual Meeting. If you vote by Internet or telephone, please do not also mail your proxy card.

What is the purpose of the Annual Meeting?

The Annual Meeting will be held for the following purposes:

1.To elect Benjamin Felt, Ronald Shaich, and Theodoros Xenohristos as Class II directors, each to serve for a three-year term;

2.To approve, on an advisory basis, the compensation of our named executive officers;

3.To approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers; and

4.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025.

How does the Board of Directors recommend I vote on these proposals?

The Board of Directors recommends that you vote:

•"FOR" the election of each of Benjamin Felt, Ronald Shaich, and Theodoros Xenohristos as Class II directors;

•“FOR” the approval of the compensation of our named executive officers;

•“1 YEAR” for the frequency of future advisory votes to approve the compensation of our named executive officers; and

•"FOR" the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025.



CAVA Group, Inc.	52	2025 Proxy Statement

Who is entitled to vote at the Annual Meeting?

Holders of our common stock as of the close of business on April 21, 2025, the record date, may vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. As of the record date, there were 115,655,831 shares of our common stock outstanding. You are entitled to one vote for each share of common stock you hold as a stockholder of record or as a beneficial owner for each matter presented for vote at the Annual Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Broadridge Financial Solutions, LLC, you are considered the stockholder of record with respect to those shares, and these proxy materials were sent directly to you by us. As a stockholder of record, you may vote your shares virtually at the Annual Meeting or by proxy in advance of the Annual Meeting, as described below.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in street name and these proxy materials were forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares by following their instructions for voting.

How can I vote my shares?

As a stockholder of record, you may vote over the Internet during the Annual Meeting or by proxy in advance of the Annual Meeting. We recommend that you submit a proxy even if you plan to participate in the Annual Meeting. This will ensure that your vote will be counted if you are unable to, or later decide not to, participate in the Annual Meeting. You can revoke your proxy and change your vote either before or during the Annual Meeting in one of the ways described under “Can I change my vote or revoke my proxy?” below.

If you do not wish to vote during the Annual Meeting, you may vote as follows in advance of the Annual Meeting:

•Via the Internet. You may vote by proxy via the Internet at www.proxyvote.com.

•By Telephone. You may vote by proxy by calling 1-800-690-6903 (toll-free within the United States, U.S. territories and Canada).

•By Mail. You may vote by proxy by filling out the proxy card and returning it in the envelope provided, if you received a paper copy of the proxy materials.

Internet and telephone voting will be available 24 hours a day, 7 days a week, and will close at 11:59 p.m. Eastern Daylight Time on Thursday, June 19, 2025. To vote by internet or by telephone, you will need your control number found in the Notice or, if you received a printed copy of the proxy materials, on your proxy card.

If you are a beneficial owner of shares held in street name, you should have received from your bank, broker, or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a "voting instruction form" sent by the broker, bank or other nominee. Please follow their instructions carefully.

Shares held in your name as the stockholder of record, or beneficially in street name, may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/CAVA2025 during the meeting. You will need your control number found in the Notice, or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials in order to be able to vote and enter the meeting.

If you received more than one Notice or proxy card, then you hold shares of CAVA common stock in more than one account. You should vote via the Internet, by telephone, by mail, or in person for all shares held in each of your accounts.



CAVA Group, Inc.	53	2025 Proxy Statement

If I submit a proxy, how will it be voted?

Stockholders of Record

If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board of Directors, or if you sign and return a paper proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our Board of Directors on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under NYSE rules, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. We encourage you to provide voting instructions to the organization that holds your shares. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform our Inspector of Election that it does not have the authority to vote on such matter with respect to your shares. This is generally referred to as a “broker non-vote.” Under current NYSE rules, the election of three nominees named herein as Class II directors (Proposal 1) and both the advisory votes on executive compensation (Proposal 2) and the frequency of stockholder votes on executive compensation (Proposal 3) are non-routine matters on which brokers will not be permitted to vote any uninstructed shares. The ratification of the appointment of Deloitte & Touche LLP (Proposal 4) is a routine matter on which brokers will be permitted to vote any uninstructed shares in their discretion.

Can I change my vote or revoke my proxy?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy before it is exercised by:

•Written notice to our Corporate Secretary;

•Timely delivery of a valid, later-dated proxy or a later-dated vote by telephone or on the Internet; or

•Voting virtually at the Annual Meeting.

If you are a beneficial owner of shares held in street name, you should follow the instructions of your bank, broker, or other nominee to change or revoke your voting instructions.

What is a broker non-vote?

A broker non-vote occurs when shares held by a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion. Under current NYSE interpretations that govern broker non-votes, Proposal Nos. 1, 2, and 3 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal No. 4 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal.

What constitutes a quorum at the Annual Meeting?

The presence, in person or by proxy, of the holders of a majority in voting power of the shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting must be present or represented by proxy to conduct business at the Annual Meeting. You will be considered part of the quorum if you return a signed and dated proxy card, if you vote by telephone or Internet, or if you attend the Annual Meeting virtually.



CAVA Group, Inc.	54	2025 Proxy Statement

Abstentions and withhold votes are counted as "shares present" at the Annual Meeting for purposes of determining whether a quorum exists. Proxies submitted by banks, brokers, or other holders of record holding shares for you as a beneficial owner that do not indicate a vote for some of or all the proposals because that holder does not have voting authority and has not received voting instructions from you (or as described above, "broker non-votes") are also considered "shares present" for purposes of determining whether a quorum exists. If you are a beneficial owner, these holders are permitted to vote your shares on the ratification of the appointment of our independent registered public accounting firm, even if they do not receive voting instructions from you.

What is the voting requirement to approve each of the proposals?

Provided that there is a quorum, the voting requirements are as follows:

Proposal

Vote Required

Voting Options

Broker Routine Matter Voting Allowed?

Impact of Abstain Votes

Election of directors

Plurality of votes cast

FOR

WITHHOLD(1)

No(2)

N/A

Approval of the compensation of our named executive officers, on an advisory basis

A majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the matter

FOR
AGAINST
ABSTAIN

No(2)

AGAINST(3)

Approval of the frequency of future advisory votes to approve the compensation of our named executive officers, on an advisory basis

A majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the matter

1 YEAR
2 YEARS
3 YEARS
ABSTAIN

No(2)

AGAINST(3)

Ratification of appointment of independent registered public accounting firm

A majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the matter

FOR
AGAINST
ABSTAIN

Yes(4)

AGAINST

1.Votes that are “WITHHELD” will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting.

2.Broker non-votes will have no effect on the outcome of Proposal Nos. 1, 2, or 3.

3.Abstentions will count as a vote “AGAINST” Proposal Nos. 2 and 3.

4.As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal and we do not expect that there will be any “broker non-votes” on this proposal.



CAVA Group, Inc.	55	2025 Proxy Statement

Who pays for the cost of this proxy solicitation?

We will pay all the costs of preparing, mailing, and soliciting the proxies. We will ask brokers, banks, voting trustees, and other nominees and fiduciaries to forward the proxy materials to the beneficial owners of our common stock and to obtain the authority to execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to mailing proxy materials, our directors, officers and employees may solicit proxies in person, by telephone or otherwise. These individuals will not be specially compensated. We have also engaged MacKenzie Partners, Inc. to assist us in the solicitation of proxies, for which we have agreed to pay a fee of $17,000, plus reimbursement of customary expenses.

Who will count the vote?

Representatives of Broadridge Financial Solutions, LLC or their affiliates will tabulate the votes. An attorney from the law firm McNees Wallace & Nurick LLC will act as the Inspector of Election and certify the votes.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We also will disclose the final voting results on a Current Report on Form 8-K that we will file with the Securities and Exchange Commission within four business days after the Annual Meeting.



CAVA Group, Inc.	56	2025 Proxy Statement

Other Business

Our Board of Directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the proxy card will have discretion to vote the shares represented by proxy in accordance with their own judgment on such matters.

It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. We urge you to vote by telephone, by Internet, or by executing and returning the proxy card at your earliest convenience.



CAVA Group, Inc.	57	2025 Proxy Statement

Procedures for Submitting Stockholder Proposals

For a proposal made pursuant to Rule 14a-8 under the Exchange Act to be eligible to be included in our Proxy Statement for the 2026 Annual Meeting of Stockholders, the proposal must be received by our Corporate Secretary on or before December 26, 2025. The proposal should be mailed by certified mail return receipt requested to: CAVA Group, Inc., 14 Ridge Square NW, Suite 500, Washington, D.C. 20016, Attention: Corporate Secretary. All stockholder proposals requested to be included in the Company’s Proxy Statement and proxy card must also comply with the requirements set forth in the federal securities laws, including Rule 14a-8, in order to be included in the Company’s Proxy Statement and proxy card for the 2026 Annual Meeting.

In addition, our Bylaws establish an advance notice procedure with regard to certain matters, including nominations of persons for election as directors and stockholder proposals included in the Company’s Proxy Statement, to be brought before an annual meeting of stockholders. In general, notice must be received by the Corporate Secretary of the Company not later than the close of business 90 days nor earlier than 120 days prior to the first anniversary of the immediately preceding annual meeting; provided, however, that in the event that (x) the date of the annual meeting is advanced by more than 30 days or delayed by more than 70 days from such anniversary date of the preceding year’s annual meeting or (y) no annual meeting was held during the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made. To be in proper form, such notice must contain specified information concerning the matters to be brought before such meeting and concerning the stockholder proposing such matters, as described in the Bylaws. Therefore, to be presented at the 2026 Annual Meeting, such a proposal must be received by the Company on or after February 20, 2026 but no later than March 22, 2026.

Stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice to our Corporate Secretary that sets forth the information required by Rule 14a-19 of the Exchange Act in accordance with and within the time period prescribed in the advance notice provisions of our Bylaws.



CAVA Group, Inc.	58	2025 Proxy Statement

Householding of Proxy Materials

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers “household” proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the 2024 Annual Report by contacting CAVA Group, Inc., 14 Ridge Square NW, Suite 500, Washington, D.C. 20016, Attention: Corporate Secretary or telephoning 202-400-2920.



CAVA Group, Inc.	59	2025 Proxy Statement

Appendix A - Reconciliation of
Non-GAAP Financial Measures

The following table reconciles net income to Adjusted EBITDA (in thousands) for the period[s] indicated:


	Fiscal 2024 ($)	Fiscal 2023 ($)

Net income	130,319	13,280
Non-GAAP Adjustments
Interest income, net	(16,474)	(8,852)
(Benefit from) provision for income taxes	(70,409)	768
Depreciation and amortization	60,355	47,433
Equity-based compensation	17,140	9,575
Other income, net	(318)	(471)
Impairment and asset disposal costs	5,055	4,899
Restructuring and other costs	580	6,080
Certain non-recurring public company costs	—	1,113
Adjusted EBITDA	126,248	73,825

The following table reconciles net income to Adjusted Net Income (in thousands) for the period[s] indicated:


	Fiscal 2024 ($)	Fiscal 2023 ($)

Net income	130,319	13,280
Tax benefit from valuation allowance release	(80,100)	—
Adjusted net income	50,219	13,280



CAVA Group, Inc.	A-1	2025 Proxy Statement

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Date	Price Target	Rating	Analyst
4/23/2025	$115.00	Mkt Perform → Outperform	Bernstein
3/31/2025	$112.00	Buy	BofA Securities
3/20/2025	$110.00	Neutral → Overweight	Analyst
2/28/2025	$142.00 → $115.00	Neutral → Overweight	Piper Sandler
11/20/2024	$145.00	Mkt Perform	Bernstein
9/27/2024	$135.00	Neutral	UBS
8/29/2024	$90.00 → $110.00	Overweight → Equal-Weight	Morgan Stanley
8/23/2024	$93.00 → $115.00	Neutral	Citigroup

SEC Form DEF 14A filed by CAVA Group Inc.

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SEC Form DEFA14A filed by CAVA Group Inc.