CAVA GROUP INC (CAVA)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
CAVA GROUP INC · Meeting: June 22, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Class III Directors to Serve for a Three-Year Term
CAVA's 3-year stock return of +118.5% outperforms the company-disclosed peer group median of +3.9% by +114.6 percentage points, well below the 65-point gap needed to trigger a concern for a company with strong positive returns; no overboarding, attendance, or independence issues apply to Schulman as CEO-director.
White joined the board in May 2022, giving him roughly four years of tenure; CAVA's 3-year stock return vastly outperforms the peer group median so the TSR trigger does not apply, and White holds two outside public board seats (The Honest Company and Simply Good Foods), which is within the policy limit for a non-executive director.
Both Class III nominees pass all policy screens: CAVA's 3-year total shareholder return of +118.5% outperforms the company-disclosed peer group median by +114.6 percentage points, far short of the 65-point threshold required to trigger a concern for a strongly positive-returning stock; neither director is overboarded; meeting attendance for all directors was at least 75% in fiscal 2025; and the board discloses a skills matrix.
Say on Pay
✓ FORCEO
Brett Schulman
Total Comp
$3,859,478
Prior Support
91%%
CEO Brett Schulman's total reported compensation of $3,859,478 in fiscal 2025 is reasonable for a CEO leading an $11 billion market-cap, high-growth restaurant company that crossed $1 billion in revenue for the first time, and the pay program is well-structured: roughly half of his pay came from equity awards (stock options and restricted stock units) and his annual bonus paid out at only 91% of target, reflecting actual financial results that came in slightly below plan. The prior Say on Pay vote received 91% support, showing strong shareholder endorsement of the compensation structure, and the company has a meaningful clawback policy meeting Dodd-Frank requirements. Beginning in 2026 the company is also adding performance-based equity awards tied to return on invested capital and earnings per share growth, further strengthening the pay-for-performance link.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,525,000
Non-Audit Fees
$18,000
Non-audit fees (tax fees of $16,000 plus other fees of $2,000, totaling $18,000) represent only about 1.2% of audit fees of $1,525,000, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of CAVA's $11.1 billion market cap; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; no material restatements are noted.
Overall Assessment
CAVA's 2026 annual meeting features three standard proposals: election of two Class III directors (CEO Brett Schulman and independent director James D. White), advisory approval of executive compensation, and ratification of Deloitte as auditor. All three proposals pass policy screens and receive a FOR vote determination, supported by CAVA's exceptional stock performance significantly outpacing its peer group, a well-structured and modestly paid executive compensation program with a recent 91% shareholder approval rate, and a clean auditor fee profile with negligible non-audit fees.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing