CAVA GROUP INC

For the period ended Jun 20, 2025. Filed Apr 25, 2025.

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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.

Jun 20, 2025 · Filed Apr 25, 2025

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CAVA$59.15-1.4%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

CAVA GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

14 Ridge Square NW, Suite 500

Washington, D.C. 20016

Telephone: (202) 400-2920

April 25, 2025

Fellow Stockholders:

You are cordially invited to attend CAVA Group, Inc.’s 2025 Annual Meeting of Stockholders on Friday, June 20, 2025 at 10:00 a.m. (Eastern Daylight Time). The Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast. To attend the Annual Meeting online, vote your shares electronically, and submit your questions during the live audio webcast, visit www.virtualshareholdermeeting.com/CAVA2025 and enter the control number shown on your Notice of Internet Availability of Proxy Materials. If you received a printed copy of the proxy materials, you will find your control number on the proxy card or the instructions that accompanied your proxy materials.

The enclosed Proxy Statement and accompanying proxy card are first being distributed or made available to stockholders, as the case may be, on or about April 25, 2025. Only CAVA stockholders of record at the close of business on April 21, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Annual Meeting. Whether or not you attend the Annual Meeting, your vote is important to us. To ensure that you will be represented, we ask you to vote by telephone, mail, or over the Internet as soon as possible.

On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued support and interest in CAVA.

Sincerely,

Brett Schulman

Co-Founder & CEO

CAVA Group, Inc.14 Ridge Square NW, Suite 500Washington, D.C. 20016

YOUR VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 20, 2025:The Notice of Annual Meeting, Proxy Statement and our 2024 Annual Report to Stockholders are available electronically at www.virtualshareholdermeeting.com/CAVA2025
		To Our Stockholders
Notice of Annual Meeting of StockholdersDate:Friday, June 20, 2025Time:10:00 a.m. Eastern Daylight TimePlace:Virtually at www.virtualshareholdermeeting.com/CAVA2025	The principal business of the Annual Meeting will be to:
	Elect the three Class II directors named in this Proxy Statement to serve for a three-year term;
	Approve, on an advisory basis, the compensation of our named executive officers;
	Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers;
	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025; and
	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.
		You can vote at the Annual Meeting virtually or by proxy if you were a stockholder of record as of the close of business on April 21, 2025. By submitting your proxy (via the Internet, telephone or mail), you authorize Brett Schulman, Chief Executive Officer, Robert Bertram, Chief Legal Officer, and Tricia Tolivar, Chief Financial Officer, to represent you and vote your shares at the 2025 Annual Meeting in accordance with your instructions. They will also be authorized to vote your shares in their discretion on any other matters which may properly come before the Annual Meeting or at any postponement(s) or adjournment(s) of the meeting.We are electronically disseminating our proxy materials to our stockholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials via the Internet. The Notice also provides instructions on how to obtain paper copies of the proxy materials, if preferred.Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend.By Order of the Board of Directors,Robert BertramChief Legal Officer & Secretary

Table of Contents

Proxy Summary	1
Voting Matters and Board Recommendations	1
Director Nominees	1
How to Vote	2
Proposal No. 1 - Election of Directors	3
Director Biographies	4
Corporate Governance	9
Corporate Governance Guidelines	9
Code of Business Conduct and Ethics	9
Director Independence	9
Communication with Directors	9
Background and Experience of Directors	10
Director Nominations	10
Board Leadership Structure	10
Risk Oversight	11
Indemnification Agreements with our Directors and Officers	11
Board Meetings and Committees	12
Stockholder Engagement	16
Ownership of Common Stock	17
Certain Beneficial Owners, Directors and Officers	17
Director Compensation	19
Director Compensation Table	19
Executive Officers	21
Compensation Discussion and Analysis	23
2024 Financial Highlights	23
Overview of the Company’s Compensation Programs	24
Principal Objectives of the Company’s Executive Compensation Program	24
Decision-Making Responsibility	24
Compensation Setting Process	24
Role of the Compensation Consultant	25
Compensation Peer Group	25
Elements of Compensation	26
Compensation Committee Report	32

Compensation Tables	33
Summary Compensation Table	33
Grants of Plan-Based Awards Table	34
Narrative to Summary Compensation Table	35
Outstanding Equity Awards at Fiscal Year-End	35
Option Exercises and Stock Awards Vesting During 2024	37
Potential Payments upon Termination or Change in Control	37
Pay Versus Performance Table	40
Certain Relationships and Related-Party and Other Transactions	43
Proposal No. 2 - Advisory Vote to Approve the Compensation of our Names Executive Officers	45
Proposal No. 3 - Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Names Executive Officers	46
Proposal No. 4 - Ratification of Appointment of Independent Registered Public Accounting Firm	47
Audit Committee Report	49
Questions and Answers	51
Other Business	57
Procedure for Submitting Proposal	58
Householding	59
Appendix A - Reconciliation of Non-GAAP Financial Measures	A-1

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