CHEESECAKE FACTORY INC
For the period ended May 28, 2026. Filed Apr 10, 2026.
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May 28, 2026 · Filed Apr 10, 2026
Contents
Long-Term Equity-Based Compensation
The Compensation Committee also reviewed our bakery division’s performance against its objectives for fiscal 2025 and certified that the bakery division achieved the following results:
| | | | | | | Threshold/Target/Maximum(in millions) | | | | Actual(in millions) | | | | Performance vs. Target | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Adjusted EBITDAR target—First half of year (25% of award) | | | | $231.8/$309.1/$355.5 | | | | $320.7 | | | | Above Target106% Payout | | |
| | | Adjusted EBITDAR target—Second half of year (25% of award) | | | | $227.9/$303.9/$349.5 | | | | $300.4 | | | | Below Target98% Payout | | |
| | | Bakery division adjusted Gross Contribution target—First half of year (12.5% of award) | | | | $11.7/$15.6/$17.9 | | | | $13.5 | | | | Below Target68% Payout | | |
| | | Bakery division adjusted Gross Contribution target—Second half of year (12.5% of award) | | | | $15.0/$19.9/$22.9 | | | | $18.0 | | | | Below Target80% Payout | | |
| | | Bakery division strategic objectives (25% of award) | | | ||||||||||||
| | | • Midwest bakery initiatives | | | | Develop specified budgets, schedules and plans related to the Midwest bakery | | | | | | | | 100% Completed100% Payout | | |
| | | • Enterprise resource planning system implementation | | | | Take pre-determined actions to transition and implement the ERP system | | | | | | | | 100% Completed100% Payout | | |
| | | • East Coast Bakery performance goals | | | | Improve East Coast Bakery performance by pre-defined metrics | | | | | | | | 92% Completed92% Payout | | |
As a result of our 2025 performance, our Named Executive Officers received Bonuses under our fiscal 2025 Performance Incentive Plan, as follows:
| · · · · · · Target Award · · · · 2025 Actual Bonus Payout · · · · Actual Payout Compared to Target · · | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | David Overton | | | | | $1,442,000 | | | | | | $1,445,605 | | | | | | | 100.25% | | | |
| | | David M. Gordon | | | | | $685,100 | | | | | | $686,813 | | | | | | | 100.25% | | | |
| | | Matthew E. Clark | | | | | $512,000 | | | | | | $513,280 | | | | | | | 100.25% | | | |
| | | Scarlett May | | | | | $424,900 | | | | | | $425,962 | | | | | | | 100.25% | | | |
| | | Keith T. Carango | | | | | $345,100 | | | | | | $309,037 | | | | | | | 89.55% | | | |
2026 Performance Incentive Plan. For fiscal 2026 the Compensation Committee, with the assistance of its independent compensation consultant, decided to maintain the same general structure of the Performance Incentive Plan in effect for fiscal 2025.
Long-Term Equity-Based Compensation
We believe that equity-based compensation should be a significant component of total executive compensation to align executive compensation with our long-term performance and to encourage executives to make value-enhancing decisions for the benefit of our stockholders. Each of our Named Executive Officers is eligible to receive equity compensation, which may consist of a mix of stock options, restricted stock, and restricted stock units, to encourage a focus on long-term stockholder value and to foster long-term retention.
We approach equity compensation grants by considering the overall value of the grant (as opposed to the number of shares granted). Equity grants to all staff members, including Named Executive Officers and other
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