CAVA GROUP, INC.
For the period ended Jun 22, 2026. Filed Apr 24, 2026.
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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 22, 2026 · Filed Apr 24, 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 Under §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 all boxes that apply):
| ☒ | 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 24, 2026
Fellow Stockholders:
You are cordially invited to attend CAVA Group, Inc.’s 2026 Annual Meeting of Stockholders on Monday, June 22, 2026 at 11:30 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/CAVA2026 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 24, 2026. Only CAVA stockholders of record at the close of business on April 23, 2026 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
| To Our Stockholders | ||
| Notice of Annual Meeting of StockholdersDate:Monday, June 22, 2026Time:11:30 a.m. Eastern Daylight TimePlace:Virtually at www.virtualshareholdermeeting.com/CAVA2026 | The principal business of the Annual Meeting will be to: | |
|---|---|---|
| Elect two Class III directors to serve for a three-year term; | ||
| Approve, on an advisory basis, 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 27, 2026; 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 23, 2026. By submitting your proxy (via the Internet, telephone or mail), you authorize Brett Schulman, Chief Executive Officer, and Tricia Tolivar, Chief Financial Officer, to represent you and vote your shares at the 2026 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. If you receive the Notice, you will not receive a paper copy of the proxy materials in the mail unless you request a copy.Your vote is important. We encourage you to vote using the procedures described in the Notice or on your proxy card in advance of the Annual Meeting, whether or not you plan to attend.By Order of the Board of Directors,Brett SchulmanCo-Founder & CEO | ||
| YOUR VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 22, 2026:The Notice of Annual Meeting, Proxy Statement and our 2025 Annual Report to Stockholders are available electronically at www.virtualshareholdermeeting.com/CAVA2026 | ||
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 | 5 |
| Corporate Governance | 10 |
| Corporate Governance Guidelines | 10 |
| Code of Business Conduct and Ethics | 10 |
| Director Independence | 10 |
| Communication with Directors | 10 |
| Background and Experience of Directors | 11 |
| Director Nominations | 11 |
| Board Leadership Structure | 11 |
| Risk Oversight | 12 |
| Indemnification Agreements with our Directors and Officers | 12 |
| Board Meetings and Committees | 13 |
| Stockholder Engagement | 17 |
| Security Ownership | 19 |
| Certain Beneficial Owners and Management | 19 |
| Director Compensation | 22 |
| Director Compensation Table | 22 |
| Executive Officers | 24 |
| Compensation Discussion and Analysis | 26 |
| 2025 Financial Highlights | 26 |
| Overview of the Company’s Compensation Programs | 27 |
| Principal Objectives of the Company’s Executive Compensation Program | 27 |
| Decision-Making Responsibility | 27 |
| Compensation Setting Process | 28 |
| Role of the Compensation Consultant | 28 |
| Compensation Peer Group | 28 |
| Elements of Compensation | 29 |
| Compensation Committee Report | 36 |
| Compensation Tables | 37 |
|---|---|
| Summary Compensation Table | 37 |
| Grants of Plan-Based Awards Table | 38 |
| Outstanding Equity Awards at Fiscal Year-End | 40 |
| Option Exercises and Stock Awards Vesting During 2024 | 41 |
| Potential Payments upon Termination or Change in Control | 42 |
| CEO Pay Ratio | 47 |
| Pay Versus Performance Table | 48 |
| Equity Compensation Plan Information | 52 |
| Certain Relationships and Related-Party and Other Transactions | 53 |
| Proposal No. 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers | 54 |
| Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm | 55 |
| Audit Committee Report | 57 |
| Questions and Answers | 59 |
| Other Business | 65 |
| Cautionary Statement Concerning Forward-Looking Statements | 65 |
| Procedure for Submitting Proposal | 66 |
| Householding | 67 |
| Appendix A - Reconciliation of Non-GAAP Financial Measures | A-1 |
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