CHEESECAKE FACTORY INC

For the period ended May 30, 2024. Filed Apr 18, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 30, 2024 · Filed Apr 18, 2024

CAKE$106.76-3.6%Stored close · as of Nov 6, 2026

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Contents

Elements of Compensation Program

Overview of Compensation Program

Compensation Philosophy. In order to maintain a leadership position in our industry and to continue growing our concepts, both domestically and internationally, we need to attract and retain highly motivated executives who bring experience, innovation and operational excellence to us. With this in mind, we strive to:

Attract and retain industry-leading executives by paying competitive compensation relative to other companies within the restaurant industry and other industries with which we compete for talent;

Drive high performance by connecting compensation to our financial, operating, and strategic goals and results and by appropriately rewarding high performance;

Tie executive pay to Company performance goals that drive stock price performance; and

Align the interests of our executives with those of our stockholders by tying a portion of our executive compensation to long-term equity incentives and requiring stock ownership for our Named Executive Officers.

Elements of Compensation Program. Our 2023 executive compensation program consisted of the following:

FISCAL 2023 PRINCIPAL ELEMENTS OF EXECUTIVE COMPENSATION

		Element				Description				Performance Considerations				Primary Objectives
		Base Salary				• Fixed cash payment				• Based on level of responsibility, experience, tenure in role, individual performance and expected future value/contribution				• Attract and retain talent • Provide competitive compensation • Recognize career experience • Reward individual performance

Element	Description	Performance Considerations	Primary Objectives
Performance Incentive Plan	• Variable performance-based annual cash incentive, tied to achieving pre-established financial and strategic goals	• Target bonus is a percentage of base salary, based on management position • Bonus based 75% on achievement of adjusted EBITDAR (and adjusted Gross Contribution for the bakery division only), and 25% on achievement of strategic goals • Adjusted EBITDAR portion (and adjusted Gross Contribution for the bakery division only) can pay out from 25%-150% of target based on two sixth-month performance periods; strategic portion capped at 100% of target based on annual goals • The actual amount of the bonus payable will be determined by the Compensation Committee and paid after the end of the fiscal year	• Promote and reward high performance • Motivate achievement of Company, divisional and/or individual financial and/or strategic objectives over the year
Long-term Stock Incentive Plan	• Performance-based restricted stock is earned based on a three-year performance period, and vests 60% after year three, 20% after year four, and 20% after year five if performance goals are achieved • Time-based restricted stock vests 60% after year three, 20% after year four and 20% after year five • Stock options vest 20% per year over five years	• Value of all awards are directly linked to long-term stock price and options only have value if stock price increases • Performance restricted stock earned awards based on total annual revenue growth, adjusted average annual sales per productive square foot and adjusted annual controllable profit performance conditions over a three-year performance period	• Build executive equity ownership to increase alignment of executive and stockholder interests • Attract and retain talent • Correlate our financial and stock price performance with executive compensation

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.