CAVA Group (CAVA) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 20, 2025, with voting available online, by phone, or by mail for shareholders of record as of April 21, 2025.

• Key business includes electing three Class II directors, advisory votes on executive compensation and its frequency, and ratifying the external auditor.

• 2024 saw strong financial performance: 35.1% revenue growth, 13.4% same restaurant sales growth, 8.7% guest traffic growth, and 58 net new restaurant openings.

• Adjusted EBITDA grew 71% to $126.2 million, and net income was $130.3 million, including a one-time $80.1 million tax benefit.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three Class II directors for three-year terms, (2) advisory approval of executive compensation, (3) advisory vote on frequency of future say-on-pay votes (Board recommends annual), and (4) ratification of Deloitte & Touche LLP as independent auditor.

• Board recommends voting FOR all proposals and 1 YEAR for say-on-pay frequency.

Board of directors and corporate governance

• Board consists of nine members divided into three classes, with staggered three-year terms.

• Nominees for re-election: Benjamin Felt, Ronald Shaich, and Theodoros Xenohristos.

• Majority of directors are independent per NYSE standards; independence reviewed annually.

• Board committees: Audit, People/Culture/Compensation, and Nominating/Governance/Sustainability, each with written charters.

• Corporate Governance Guidelines and Code of Business Conduct and Ethics are in place and reviewed periodically.

• Board leadership is separated between Chair (Ronald Shaich) and CEO (Brett Schulman).