SWEETGREEN INC CLASS A (SG)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
SWEETGREEN INC CLASS A · Meeting: June 11, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Blumenthal has served since 2018 and brings relevant consumer/retail experience as co-CEO of Warby Parker; the 3-year TSR gap vs. the peer group median is -13.8pp, which is below the 20pp trigger threshold for negative absolute TSR, so no TSR flag fires, and no other policy concerns apply.
Bornstein joined in May 2021 and brings strong consumer/digital commerce experience; the 3-year TSR gap vs. peers is -13.8pp, below the 20pp trigger, and no overboarding, attendance, or independence concerns are present.
Burrows has served since June 2020 and brings deep restaurant-industry executive experience from Starbucks; the 3-year peer-group TSR gap of -13.8pp is below the 20pp trigger, attendance is confirmed above 75%, and he appropriately serves as Lead Independent Director.
Jammet is a co-founder and current Chief Concept Officer who has served on the board since 2009; the 3-year TSR gap vs. peers is -13.8pp, below the 20pp trigger, and while he is a non-independent executive director, that is disclosed and appropriate given his co-founder role.
Moran joined in June 2025, which is less than 24 months ago, making him exempt from the TSR trigger under policy; he brings directly relevant restaurant-industry experience as former Co-CEO of Chipotle Mexican Grill.
Neman is co-founder, CEO, and Board Chair and has served since 2009; the 3-year peer-group TSR gap of -13.8pp is below the 20pp trigger threshold, so no TSR-based AGAINST vote is warranted, and no other policy flags (overboarding, attendance, independence) apply.
Ostroff joined in June 2025, less than 24 months ago, making her exempt from the TSR trigger; she brings relevant media, advertising, and content expertise and no other policy concerns are present.
Ru is a co-founder who stepped down from his executive role in December 2025 and continues as a non-employee director; the 3-year peer-group TSR gap of -13.8pp is below the 20pp trigger, and no overboarding or attendance flags are present.
Singer has served since January 2021, chairs the Audit Committee, and is designated the audit committee financial expert; the 3-year peer-group TSR gap of -13.8pp is below the 20pp trigger, and he has relevant financial and operating experience from prior CFO and COO roles.
The 3-year TSR gap between Sweetgreen and its disclosed compensation peer group median is -13.8 percentage points, which does not exceed the 20pp trigger threshold applicable when absolute 3-year TSR is negative. Accordingly, no director receives an AGAINST vote on TSR grounds. Directors who joined within the past 24 months (Moran and Ostroff) are additionally exempt from the TSR trigger. No directors are flagged for overboarding, poor attendance, lack of relevant qualifications, or independence concerns. All nine nominees receive a FOR vote.
Say on Pay
✓ FORCEO
Jonathan Neman
Total Comp
$3,226,081
Prior Support
99%%
CEO Jonathan Neman received total compensation of approximately $3.2 million for fiscal year 2025, consisting almost entirely of stock option awards ($2.68 million reported value) with a base salary of $550,000 and no bonus paid — this is a reasonable pay level for a CEO at a roughly $800 million market-cap consumer company and does not appear to exceed benchmark thresholds. Critically, the annual bonus plan paid out $0 to all named executive officers because same-store sales fell to -7.9% and restaurant-level profit margin came in at 15.2%, both far below the minimum thresholds required for any payout, demonstrating that incentive pay was genuinely tied to performance outcomes. Pay mix is heavily weighted toward variable equity compensation (stock options that only gain value if the stock price rises), the company has a Dodd-Frank-compliant clawback policy in place, and the prior year received over 99% shareholder support, leaving no concerns that require a negative vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
13 yrs
Audit Fees
$1,601,000
Non-Audit Fees
$236,000
Deloitte has audited Sweetgreen since 2012, giving it approximately 13 years of tenure — well below the 25-year threshold that would trigger concern. Non-audit fees (tax fees of $234,000 plus other fees of $2,000, totaling $236,000) represent about 14.7% of audit fees of $1,601,000, which is well below the 50% threshold. Deloitte is a Big 4 firm appropriate for a company of this size and complexity, and no material restatements have been disclosed.
Overall Assessment
Sweetgreen's 2026 annual meeting presents three standard proposals — director elections, auditor ratification, and an advisory say-on-pay vote — all of which receive a FOR vote determination. The director slate passes because Sweetgreen's 3-year stock return, while negative, underperforms its disclosed compensation peer group by only 13.8 percentage points, below the 20-point policy trigger, and no individual directors are flagged for overboarding, poor attendance, or independence concerns; the say-on-pay vote passes because bonuses were correctly zeroed out when the company missed both financial targets, and executive pay is dominated by stock options that only reward future stock price appreciation.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing