CAVA (CAVA) DEF 14ADefinitive proxy

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   ☐

14 Ridge Square NW, Suite 500
Washington, D.C. 20016
Telephone: (202) 400-2920

April 29, 2024

Fellow Stockholders:

You are cordially invited to attend CAVA Group, Inc.’s 2024 Annual Meeting of Stockholders on Thursday, June 20, 2024 at 10:00 a.m. (Eastern Daylight Time). To attend the Annual Meeting online, vote your shares electronically, and submit your questions during the live audio webcast, visit www.virtualshareholdermeeting.com/CAVA2024 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.

This Proxy Statement and accompanying proxy card are first being distributed or made available to stockholders, as the case may be, on or about April 29, 2024. Only CAVA stockholders of record at the close of business on April 22, 2024 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 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,

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Voting Matters and Board Recommendations

If, at the close of business on April 22, 2024, you were a stockholder of record, you may vote your shares by proxy in advance of the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) through the Internet, by telephone, or by mail. Alternatively, you may attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/CAVA2024. To participate in the Annual Meeting, you will need to have your 16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials, or if you received a printed copy of the proxy materials, your proxy card or the instructions that accompanied your proxy materials. For shares held through a broker, bank, or other nominee, you may vote by submitting voting instructions to your broker, bank, or other nominee. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions. To reduce our administrative costs and help the environment by conserving natural resources, we ask that you vote through the Internet or by telephone, both of which are available 24 hours a day. You may revoke your proxies at the times and in the manners described in the “Questions and Answers” section beginning on page 46 of the Proxy Statement.

To vote by proxy prior to the Annual Meeting:

Key to Committees:

Our Board of Directors currently consists of ten members. Our Board of Directors is divided into three classes, designated as Class I, Class II, and Class III. The term of office of the members of one class of directors expires each year in rotation so that the members of one class generally are elected at each annual meeting to serve for full three-year terms or until their successors are elected and qualified, or until such director’s death, resignation, or retirement. Each class consists, as nearly as possible, of one-third of the total number of directors constituting the entire Board of Directors.

The table below sets forth information with respect to our directors as of April 29, 2024:

There are four Class I directors whose term expires at the 2024 Annual Meeting. Upon the recommendation of our Nominating, Governance and Sustainability Committee, our Board of Directors has nominated Philippe Amouyal, David Bosserman, and Lauri Shanahan for re-election as Class I directors. As previously disclosed, Todd Klein will not be standing for re-election at the Annual Meeting and his term on the Board of Directors will end at the 2024 Annual Meeting. Effective on the date of the Annual Meeting, the size of the Board of Directors shall be reduced from ten members to nine members. Biographical information for each director and director nominee is contained in the following section. If elected at the Annual Meeting, each director nominee will serve for a three-year term expiring at the 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his earlier death, resignation, or removal. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee is not able to serve, proxies will be voted in favor of such substitute nominee(s) as the Board of Directors may designate, unless our Board of Directors chooses to reduce the number of directors serving on our Board of Directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" the election of Philippe Amouyal, David Bosserman, Lauri Shanahan as Class I directors.

The following is a brief biographical summary of the experience of our directors and director nominees:

Our Board of Directors has adopted Corporate Governance Guidelines, which describe certain principles and practices that inform the work of the Board of Directors. These guidelines address, among other topics, the role and responsibilities of our directors, the structure and composition of our Board of Directors, the conduct of Board of Directors meetings, and corporate governance policies applicable to us in general. The Corporate Governance Guidelines are subject to periodic reviews by our Nominating, Governance and Sustainability Committee and may be modified by our Board of Directors. The full text of our Corporate Governance Guidelines is available on our website at https://investor.cava.com/governance/governance-documents/default.aspx.

Our Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), which applies to all of our employees, officers and directors, including our chief executive officer ("CEO"), our chief financial officer, chief accounting officer, and our other executive and senior officers. The full text of the Code of Conduct is available on our website at https://investor.cava.com/governance/governance-documents/default.aspx. We will, if required, timely disclose any amendments to the Code of Conduct or waivers of the Code of Conduct for directors and executive officers on the same website.

Pursuant to the corporate governance listing standards of the New York Stock Exchange (“NYSE”), a director employed by us cannot be deemed to be an “independent director.” Each other director will qualify as “independent” only if our Board of Directors affirmatively determines that he has no material relationship with us, either directly or as a partner, stockholder, or officer of an organization that has a relationship with us. Ownership of a significant amount of our stock, by itself, does not constitute a material relationship.

Interested parties may communicate with our Board or with an individual director by writing to our Board or to the particular director and mailing the correspondence to: CAVA Group, Inc., 14 Ridge Square NW, Suite 500, Washington, DC 20016, Attention: Corporate Secretary. If the Corporate Secretary determines that the communication merits the attention of the addressee, the Corporate Secretary will forward the communication to such individual. Communications of a material nature that relate to accounting, internal accounting controls, or auditing matters will be referred to the Chair of the Audit Committee.

When considering whether directors and nominees have the experience, qualifications, attributes, or skills, taken as a whole, to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, our Board of Directors focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’

individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. In evaluating director candidates, we consider, and will continue to consider in the future, factors including, personal and professional character, integrity, ethics and values, experience in corporate management, finance and other relevant industry experience, social policy concerns, judgment, director independence, potential conflicts of interest, including other commitments, practical and mature business judgment, and such factors as age, gender, race, orientation, experience, and any other relevant qualifications, attributes, or skills.

The Nominating, Governance and Sustainability Committee is responsible for identifying, evaluating, and recommending nominees for election to our Board of Directors. The Nominating, Governance and Sustainability Committee may consider (a) minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought, and an ability to work collegially with the other members of the Board and (b) all other factors it considers appropriate, which may include age, diversity of background, existing commitments to other businesses, service on other boards of directors or similar governing bodies of public or private companies or committees thereof, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, technology background, compliance background, executive compensation background, and the size, composition and combined expertise of the existing Board.

In identifying prospective director candidates, the Nominating, Governance and Sustainability Committee may seek referrals from other members of the Board, management, and other sources, including third party recommendations. The Nominating, Governance and Sustainability Committee may also engage firms that specialize in identifying director candidates to our Board.

The Nominating, Governance and Sustainability Committee will consider candidates for director recommended by stockholders so long as the recommendations comply with our Certificate of Incorporation and Bylaws and applicable laws, rules, and regulations, including those promulgated by the SEC. The Nominating, Governance and Sustainability Committee will evaluate candidates recommended by stockholders for nomination for election to the Board on a substantially similar basis as it considers other nominees. Stockholders wishing to recommend a candidate for nomination should comply with the procedures set forth in our Bylaws. For further information, see the section below entitled "Procedures for Submitting Stockholder Proposals."

Our Board of Directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board of Directors has adopted a written statement of policy regarding the review, approval, or ratification of transactions with related persons, which we refer to as our “related person transaction policy,” that is in conformity with the requirements upon issuers having publicly-held common stock that is listed on the NYSE.

Our related person transaction policy requires that a “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our Chief Legal Officer or Chief Financial Officer any “related person transaction” (defined as any transaction that we anticipate would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The Chief Legal Officer or Chief Financial Officer will then communicate that information to the Audit Committee, unless the Board designates another approving body composed of the disinterested and independent members of the Board or any committee (or sub-committee thereof) of the Board; provided that a majority of the members of the Board or such committee (or sub-committee), respectively, are disinterested and independent. No related person transaction will be executed without the approval or ratification of our Audit Committee.

In reviewing a prospective or actual related person transaction, the Audit Committee shall consider all relevant facts and circumstances, including without limitation:

The Audit Committee will not approve or ratify a related person transaction unless it shall have determined in good faith that, upon consideration of all relevant information, the related person transaction is in, or is not inconsistent with, the best interests of the Company.

Ronald Shaich serves as Chair of the Board of Directors. As provided in our Corporate Governance Guidelines, the Board of Directors does not have a policy on whether or not the roles of Chair and Chief Executive Officer should be separate or combined or, if it is to be separate, whether the Chair should be selected from the independent directors. Accordingly, the Board of Directors believes that it should be free to make a choice from time to time regarding a leadership structure that is in the best interests of the Company and its stockholders. At this time, the Board of Directors believes that Mr. Shaich is best situated to serve as Chair and that the Company’s current separated roles of Chair and Chief Executive Officer is appropriate. Mr. Shaich is best suited to serve as Chair of our Board of Directors as a result of his extensive experience in the restaurant industry. Mr. Schulman has held the position of Chief Executive Officer since 2010. Separating these positions allows our Chief Executive Officer to focus on running the business, while allowing our Chair to lead the Board of Directors in its fundamental role of providing advice to and oversight of management.

Whenever the Chair of the Board of Directors is also the Chief Executive Officer or is a director who does not otherwise qualify as an “independent director,” the independent directors may elect from among themselves a Lead Director of the Board of Directors. Following nomination by the Nominating, Governance and Sustainability Committee, the Lead Director will be elected by a plurality vote and should generally serve in such capacity for a minimum of one year. Service as Lead Director, however, generally should not exceed five consecutive years but is subject to the Board of Directors’ discretion to set other guidelines in specific instances. The responsibilities of the Lead Director (if one has been elected) shall be determined from time to time by the Board of Directors, upon the recommendation of the Nominating, Governance and Sustainability Committee.

The Board exercises direct oversight of strategic risks to the Company in regular coordination with the Company’s management. While our senior executives are responsible for day-to-day risk management, our Board of Directors has overall responsibility for risk oversight, including, as part of regular Board of Directors and committee meetings, general oversight of executives’ management of short-term and long-term risks relevant to the Company. Accordingly, while the full Board of Directors has overall responsibility for risk oversight, it is supported in this function by its Audit Committee, People, Culture and Compensation Committee and the Nominating, Governance and Sustainability Committee. Each of the committees regularly reports to the Board of Directors.

Our Chief Executive Officer and other executive officers will regularly report to the non-executive directors and the Audit Committee, the People, Culture and Compensation Committee and the Nominating, Governance and Sustainability Committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls.

The Audit Committee reviews guidelines and policies governing the process by which management assesses and manages the Company’s exposure to risk, including the Company’s major financial and operational risk exposures and the steps management takes to monitor and control such exposures. A management-level Risk Committee meets to review enterprise risks and briefs the Audit Committee on at least a quarterly basis. The People, Culture and Compensation Committee oversees risks relating to the Company’s compensation policies and practices. The Nominating, Governance and Sustainability Committee assists the Board of Directors by overseeing and evaluating programs and risks associated with Board of Directors organization, membership and structure, and corporate governance. Each committee charged with risk oversight reports to the Board of Directors on those matters. In addition, our Board of Directors and its committees exercise their risk oversight function by regularly receiving and evaluating reports from management and by making inquiries of management concerning these reports, as appropriate. Furthermore, our Board of Directors and its committees receive reports from our auditors and other consultants, such as our compensation consultant, and may meet in executive sessions with these outside consultants.

The standing committees of our Board of Directors consist of an Audit Committee, People, Culture and Compensation Committee, and Nominating, Governance and Sustainability Committee. Our Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. Each of our committees has adopted a written charter, which is available at https://investor.cava.com/governance/governance-documents/default.aspx.

We expect all directors to attend all meetings of the Board of Directors, meetings of the committees of which they are members, and the annual meeting of stockholders. During fiscal 2023, our Board of Directors met four times, the Audit Committee met five times, the People, Culture and Compensation Committee met four times, and the Nominating, Governance and Sustainability Committee met two times. During fiscal 2023, each director attended at least 75% of the meetings of the Board and the committees on which they serve.

The People, Culture and Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant during fiscal 2023 to advise the committee on market practices and specific Company policies and programs. Pearl Meyer reports directly to the People, Culture & Compensation Committee Chair and takes direction from the committee. The consultant’s work for the People, Culture and Compensation Committee includes data analyses, market assessments, and preparation of related reports. From time to time, the Committee seeks the views of the consultant on items such as incentive program design and market practices. The work done by Pearl Meyer for the Committee is documented in a formal agreement which is executed by the consultant and the People, Culture and Compensation Committee. Pearl Meyer does not perform any other work for the Company. The People, Culture and Compensation Committee has assessed the independence of Pearl Meyer and determined that the work provided by Pearl Meyer did not raise any conflicts of interest.

During the entirety of fiscal 2023, Ms. Kochevar and Messrs. Felt and Shaich each served as members of the People, Culture and Compensation Committee, while Ms. Shanahan served as a member and the chair of the committee following our initial public offering. No member of the Compensation Committee was at any time during fiscal 2023 an officer or employee of our Company or any of our subsidiaries, nor was any such person a former officer of our Company or any one of our subsidiaries. Related party transactions pursuant to Item 404(a) of Regulation S-K involving Mr. Shaich, who served as a member of our People, Culture and Compensation Committee during fiscal 2023, are described in “Certain Relationships and Related Party Transactions.”

The following table contains information about the beneficial ownership of our common stock as of April 22, 2024, by:

Our calculation of the percentage of beneficial ownership is based on 114,009,665 shares of our outstanding common stock as of April 22, 2024.

Beneficial ownership and percentage ownership are determined in accordance with the rules and regulations of the SEC. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as indicated in the footnotes to the following table or pursuant to applicable community property laws, we believe, based on information furnished to us, that each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.

Unless otherwise indicated in the footnotes, the address of each of the individuals named below is: c/o CAVA Group, Inc., 14 Ridge Square NW, Suite 500, Washington, D.C. 20016.

The Company has a Securities Trading Policy, which, among other things, prohibits any directors, officers, and employees (including family members of the same and entities controlled by any such persons) from engaging in any transactions, including variable forward contracts, equity swaps, collars and exchange funds, that are designed to hedge or offset any decrease in the market value of the Company’s equity securities. Our Securities Trading Policy also prohibits any of the foregoing persons, whether or not in possession of material non-public information, from purchasing the Company’s securities on margin, borrowing against any account in which the Company’s securities are held, or pledging the Company’s securities as collateral for a loan, without first obtaining pre-clearance from the Chief Legal Officer. The Chief Legal Officer is under no obligation to approve any request for pre-clearance and may determine not to permit the arrangement for any reason. Approvals will be based on the particular facts and circumstances of the request, including, but not limited to, the percentage amount that the securities being pledged represent of the total number of our securities held by the person making the request and the financial capacity of the person making the request.

In connection with our initial public offering, our Board of Directors adopted a Non-Employee Director Compensation Policy, pursuant to which each non-employee director is eligible to receive compensation for his or her service as follows:

RSUs granted under the Non-Employee Director Compensation Policy cliff vest on the first anniversary of the date of grant or, if earlier, the business day immediately preceding the date of the next Annual Meeting following the date of grant. The RSUs will vest in full to the extent outstanding and unvested upon a change in control.

Messrs. Schulman and Xenohristos did not receive compensation for their services as directors during fiscal 2023.

The following table summarizes the compensation of our directors who served during fiscal 2023 (other than Mr. Schulman who is our President and CEO and a named executive officer). See the section titled “Executive Compensation” for more information on the compensation paid to or earned by Mr. Schulman for his service as our President and CEO during fiscal 2023.

As of December 31, 2023, Ms. Kochevar, Mr. White, and Mr. Xenohristos held options to purchase 97,878, 7,407, and 184,809 shares, respectively, of which 82,878, 1,851, and 103,896, respectively, were vested as of that date. As of December 31, 2023, the aggregate number of unvested RSUs of common stock for each director was as follows: Mr. Shaich: 5,000 shares; Mr. Amouyal: 5,000 shares; Mr. Bosserman: 5,000 shares; Mr. Felt: 5,000; Mr. Klein: 5,000 shares; Ms. Kochevar: 5,000 shares; Ms. Shanahan: 5,000 shares; Mr. White: 5,000 shares; and Mr. Xenohristos: 118,058.

Set forth below are biographical summaries of our executive officers as of April 29, 2024. See “Proposal 1—Election of Directors” above for information about Mr. Schulman, who serves as our President and Chief Executive Officer.

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, also known as the JOBS Act. As a result, we are permitted to and rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, we have included compensation information for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer (our "NEOs") and have not included a compensation discussion and analysis of our executive compensation programs or tabular compensation information other than the Summary Compensation Table and the Outstanding Equity Awards table. In addition, for so long as we are an emerging growth company, we will not be required to submit certain executive compensation matters to our stockholders for advisory votes, such as “say-on-pay” and “say-on-frequency” compensation. Our NEOs for fiscal 2023 consist of the following three individuals:

The table below sets forth the annual compensation earned by our NEOs for the fiscal years presented.

We have entered into employment agreements with certain of our named executive officers. As a condition to employment, each named executive officer was also required to enter into the Company’s Confidential and Proprietary Information and Non-Competition Agreement. Such agreement includes the following restrictive covenants: (i) a perpetual confidentiality covenant, (ii) an assignment of intellectual property covenant, (iii) a non-competition covenant that applies during the executive’s employment and for one year thereafter, and (iv) an employee, consultant and customer non-solicitation covenant that applies during the executive’s employment and for two years thereafter.

In connection with our initial public offering, our Board of Directors approved an amended and restated employment agreement with Mr. Schulman (the “Amended and Restated CEO Agreement”), which was effective on June 20, 2023. Pursuant to the Amended and Restated CEO Agreement, Mr. Schulman is entitled to receive an annual base salary of $650,000 and is eligible to earn an annual performance-based cash bonus with a target bonus opportunity equal to 100% of his base salary, a maximum bonus opportunity equal to 200% of his base salary, and a threshold bonus opportunity equal to 50% of his base salary, based upon the achievement of performance goals set by the People, Culture and Compensation Committee. In addition to the CEO IPO Award (discussed below), beginning in 2026, Mr. Schulman will receive annual long-term incentive grants under the CAVA Group, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”), with each award having a grant date value of $2,925,000 and denoted in a type or type(s) of award as determined by the compensation committee and subject to service-based and/or performance-based vesting in the same proportion as other senior executives’ long-term incentive awards granted under the 2023 Equity Incentive Plan.

Pursuant to the Amended and Restated CEO Agreement, following Mr. Schulman’s involuntary termination by the Company without cause or his voluntary resignation for good reason, Mr. Schulman is entitled to receive severance benefits consisting of (i) any annual bonus for the prior completed fiscal year to the extent unpaid as of the termination date, (ii) eighteen months of salary continuation payments, (iii) a pro-rated annual bonus for the year of termination, based on actual performance and payable when bonuses are paid to other Company executives, and (iv) up to eighteen months of Company-paid COBRA continuation. Following a termination of Mr.

Schulman’s employment by reason of death or disability, he is entitled to receive (i) any unpaid annual bonus for the prior completed fiscal year to the extent unpaid as of the termination date and (ii) a pro-rated annual bonus for the year in which the termination occurs, based on actual performance and payable when bonuses are paid to other Company executives. The Amended and Restated CEO Agreement does not provide for enhanced cash severance payments following an involuntary termination of employment in connection with a change in control. As a condition to entering into the Amended and Restated CEO Agreement, Mr. Schulman is subject to a non-solicitation covenant as to the Company’s employees from his date of hire until the second anniversary of his termination date and a non-competition covenant from his date of hire until the first anniversary of his termination date.

The Company entered into an employment agreement with Ms. Somers effective as of October 11, 2021, which is scheduled to expire on October 26, 2024. Ms. Somers’ employment agreement provides that Ms. Somers will serve as our Chief Operations Officer. Ms. Somers’ employment agreement also provides for (i) an annual base salary, subject to periodic review on an at least annual basis for purposes of determining whether an increase is warranted, (ii) eligibility to receive a discretionary annual cash bonus with a target annual bonus opportunity equal to 50% of annual base salary, (iii) relocation reimbursement of $4,000 per month for the first year of employment, (iv) an initial restricted stock unit grant in an amount equal to $750,000, (v) an annual car allowance of $10,000, and (vi) an annual equity award under the CAVA Group, Inc. 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”) with a grant date fair value equal to fifty percent of annual base salary. The terms of Ms. Somers’s equity awards are governed by the 2015 Equity Incentive Plan and 2023 Equity Incentive Plan, as applicable, and Ms. Somers’s equity award agreements. Ms. Somers’ entitlement to an annual equity grant under the employment agreement terminated upon the Company’s initial public offering.

Ms. Somers’s employment agreement also entitles Ms. Somers to (i) cash severance of 12 months’ continued salary upon a termination by the Company without “cause” or by Ms. Somers for “good reason” (as such terms are defined in her employment agreement), (ii) up to 12 months’ COBRA premiums, and (iii) a pro-rated annual bonus for the year in which the termination occurs, based on her performance during such year, and paid on the date on which annual bonuses are paid to other senior executives of the Company for such year. Payment of severance is contingent upon Ms. Somers’s execution and non-revocation of a general release of claims in favor of the Company and its affiliates.

The Company entered into an employment agreement with Ms. Tolivar effective as of October 27, 2020, that expired on its own terms following the expiration of its initial term of three years. Ms. Tolivar is not currently party to an employment agreement with the Company.

We provide each named executive officer with a base salary, reflective of the competitive marketplace, for the services that the named executive officer performs for us. Base salary serves as the primary form of fixed compensation for our named executive officers. Base salary can also impact other compensation and benefit opportunities, including annual short-term incentives, as such opportunities are expressed as a percentage of base salary. This compensation component constitutes a stable element of compensation while other compensation elements are variable. Base salaries are reviewed at least annually and may be increased (but not reduced) based on the individual performance of the named executive officer, company performance, any change in the executive’s position within our business, the scope of his or her responsibilities, and any changes thereto. For 2023, Mr. Schulman’s, Ms. Tolivar’s, and Ms. Somers’ base salaries were adjusted to $650,000, $540,800, and $510,000 per calendar year, respectively. Such amounts do not match the salary amounts reflected in the 2023 Summary Compensation Table, which are presented on a fiscal year basis and include the impact of the 53rd week of fiscal 2023.

Each named executive officer was eligible to receive an annual bonus under the CAVA Short-Term Incentive Plan for 2023 (the “CAVA Short-Term Incentive Plan”). The target annual bonus opportunity for each named executive officer was equal to 50% of the executive’s base salary, except for Mr. Schulman, whose target annual bonus opportunity was 100%, with a maximum opportunity of 200% and a threshold opportunity of 50% of his base salary. The Company financial performance impacts 75% of the CAVA Short-Term Incentive Plan payout while an individual’s performance impacts 25% of the payout. The Company performance is based on Adjusted EBITDA targets established at the beginning of the fiscal year and approved by our Board of Directors. During fiscal 2023, the Company achieved 200% of the Adjusted EBITDA target, resulting in a payout of the Company weighted portion of the annual bonus at 150% in accordance with the terms of the CAVA Short-Term Incentive Plan. For purposes of the CAVA Short-Term Incentive Plan, Adjusted EBITDA is defined as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

In April 2023, our Board of Directors approved a grant of time-based RSUs and time based options under our 2015 Equity Incentive Plan to our named executive officers, which vest in four equal annual installments commencing on January 24, 2024. The number and value of equity awards granted to each of our named executive officers is set forth below:

In connection with our initial public offering, our Board of Directors approved a grant in the form of 50% time-based RSUs and 50% time-based stock options to Mr. Schulman, pursuant to the 2023 Equity Incentive Plan, which we refer to as the “CEO IPO Award.” The CEO IPO Award had a grant date value of $14,625,000 and was intended to serve as Mr. Schulman’s equity award opportunity for the first two fiscal years following our initial public offering (i.e., through the end of fiscal 2025). The 332,386 RSUs and 647,123 stock options received as part of the CEO IPO Award vest in five equal annual installments commencing June 14, 2024, subject to Mr. Schulman’s continued employment through each applicable vesting date. The RSUs and stock options are subject to the following vesting acceleration terms:

In connection with our initial public offering, our Board of Directors also approved the grant of time-based RSUs and time-based stock options, pursuant to the 2023 Equity Incentive Plan, to our long-term incentive eligible employees, including our named executive officers, other than Mr. Schulman, which we refer to, collectively, as the “IPO Awards.” The IPO Awards for Ms. Tolivar and Ms. Somers were granted in the form of 50% stock options and 50% RSUs and have grant date values of $2,025,000 and $1,125,000, respectively. The IPO Awards were intended to serve as Ms. Tolivar’s and Ms. Somers’ equity award opportunities for the first fiscal year following our initial public offering (i.e., through the end of fiscal 2024). The 46,022 RSUs and 90,482 stock options granted as part of Ms. Tolivar’s IPO Award and the 25,568 RSUs and 50,268 stock options granted as part of Ms. Somers’ IPO Award vest in four equal annual installments commencing June 14, 2024, subject to continued employment through each applicable vesting date. In the event Ms. Tolivar or Ms. Somers experiences a qualifying termination in connection with or during the 18 month period following a change in control, all unvested RSUs and stock options underlying her IPO Award would immediately vest.

The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2023 :

In addition to the potential severance payments and benefits under the employment agreements described above, our Board of Directors adopted the CAVA Group, Inc. Executive Severance Plan, or the “executive severance plan”, for certain of our executives and other key employees at or above the Vice President level and any other key employee of the Company designated by the People, Culture and Compensation Committee, including our named executive officers, that provides for severance pay and benefits under certain circumstances.

In the event a covered employee is terminated by the Company without Cause (as defined in the executive severance plan), or a covered employee terminates his or her employment for Good Reason (as defined in the executive severance plan), then such participant will be entitled to receive:

Receipt of severance benefits under the executive severance plan is subject to: (a) the covered employee’s compliance with certain restrictive covenants, including (i) post-termination non-competition and non-solicitation of customers and employees covenants, (ii) a perpetual confidentiality covenant and (iii) a perpetual non-disparagement covenant in favor of the Company; and (b) the covered employee’s execution of a general release of claims.

In order to receive severance benefits under the executive severance plan, a participant must timely execute and not revoke a release of claims in favor of us. In addition, the executive severance plan provides that, if any payment or benefits to a participant, including the payments and benefits under the officer severance plan, would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and would therefore be subject to an excise tax under Section 4999 of the Internal Revenue Code, then such payments and benefits (1) will be reduced to the extent necessary so that no amount is subject to the excise tax, or (2) not reduced, whichever, after taking into account all applicable federal, state and local employment and income taxes and the excise tax, results in the participant’s receipt, on an after-tax basis, of the greater payments and benefits.

In no event shall any covered employee receive the severance benefits provided under the Executive Severance Plan in addition to severance benefits provided for under any other severance arrangement the employee may have with the Company, including as set forth in any employment agreement with the Company. However, if a covered employee is covered by any other severance arrangement, such employee will be entitled to any amount due and payable under the Executive Severance Plan that is greater than and in addition to the amount due and payable under the other severance arrangement.

Except as described above with respect to the CEO IPO Award and the IPO Awards to our other named executive officers, unvested RSU and option awards granted under both the 2015 and 2023 Equity Incentive Plans will generally be forfeited upon termination. Vested options granted under the 2015 Equity Incentive Plan are exercisable for a certain period following termination of each named executive officer’s employment, as follows: (i) three months following the termination of the named executive officer’s employment for any reason other than cause, disability or death, (ii) 12 months following termination of employment due to disability, or (iii) 18 months following termination due to death that occurs during the term of employment. Vested options granted under the 2023 Equity Incentive Plan are exercisable for a certain period following termination of each named executive officer’s employment, as follows: (i) three months following the termination of the named executive officer’s employment for any reason other than cause, disability or death, (ii) 18 months following termination of employment due to disability, or (iii) 12 months following termination due to death that occurs during the term of employment. In no event are options granted under either the 2015 or 2023 Equity Incentive Plan exercisable following the option’s expiration date, which is ten years from the date of grant.

Pursuant to the Fifth Amended and Restated Investors’ Rights Agreement, dated as of March 26, 2021, by and among CAVA Group, Inc. and the other parties named therein (as amended, the “Investors’ Rights Agreement”), certain of our existing stockholders (including Artal, Act III affiliates of T. Rowe Price) have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act.

The registration rights set forth in the Investors’ Rights Agreement terminate upon the earlier to occur of (i) the closing of a merger or consolidation in which (A) we are a constituent party or (B) a subsidiary of ours is a constituent party and we issue shares of our capital stock pursuant to such merger or consolidation, subject to certain exceptions (including any such merger or consolidation in which the shares of our capital stock outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, a majority, by voting power, of the capital stock of (I) the surviving or resulting corporation or (II) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation), (ii) the closing of the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by us or any of our subsidiaries of all or substantially all the assets of ours and our subsidiaries taken as a whole, (iii) with respect to any particular stockholder, when all of the shares held by such stockholder can be sold in any three-month period without registration in compliance with Rule 144 or another similar exemption under the Securities Act, and (iv) the five year anniversary of the completion of this offering.

We will pay the registration expenses (other than any underwriting discounts, selling commissions, and stock transfer taxes) of the holders of the shares registered for sale pursuant to the registrations described below, including the reasonable fees and disbursements of one counsel for the selling holders not to exceed $20,000. In an underwritten public offering, the underwriters have the right, subject to specified conditions, to limit the number of shares such holders may include. The Investors’ Rights Agreement also requires us to indemnify certain of our stockholders and their affiliates in connection with any registrations of our securities.

Parties to the Investors’ Rights Agreement are entitled to certain Form S-3 registration rights. The holders of at least 20% of these shares then outstanding may make a written request that we register the offer and sale of their shares on a registration statement on Form S-3 if we are eligible to file a registration statement on Form S-3 so long as the request covers at least that number of shares with an anticipated aggregate offering price, net of expenses, of at least $25 million. These stockholders may make an unlimited number of requests for registration on Form S-3; however, we will not be required to effect a registration on Form S-3 if we have effected two such registrations within the 12-month period immediately preceding the date of the request. In addition, if we determine that it would be materially detrimental to us and our stockholders to effect such a registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 90 days. Lastly, we will not be required to effect a demand registration during the period beginning 30 days prior to our good faith estimate of the date of the filing of, and ending on a date that is 90 days following the effective date of, of a registration statement initiated by us.

Parties to the Investor’s Rights’ Agreement are also entitled to certain “piggyback” registration rights allowing the holders to include their shares if we propose to register the offer and sale of our common stock under the Securities Act, subject to certain exceptions and limitations.

We were party to a management services agreement (“MSA”) with Act III Management, LLC (“Act III Management”), which is one of our stockholders and is controlled by Ronald Shaich, who is Chair of our Board of Directors. Act III Management provided consulting in the areas of information technology, strategy, finance, off-premises sales, and restaurant operations. The MSA was terminated in accordance with its terms on December 31, 2022 and no amounts were paid thereunder in fiscal 2023.

We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, together with our amended and restated bylaws, provide that we will jointly and severally indemnify each indemnitee to the fullest extent permitted by the Delaware General Corporation Law from and against all loss and liability suffered and expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding. Additionally, we will agree to advance to the indemnitee all out-of-pocket costs of any type or nature whatsoever incurred in connection therewith.

On April 25, 2024, our Board of Directors approved the adoption of the CAVA Group, Inc. Amended and Restated 2023 Equity Incentive Plan (which we refer to as the “Amended Plan”), subject to stockholder approval. If approved by stockholders at the Annual Meeting, the Amended Plan will amend and restate the CAVA Group, Inc. 2023 Equity Incentive Plan (which we refer to as the “2023 Plan”). If our stockholders do not approve the Amended Plan, the existing 2023 Plan will remain in effect.

We are seeking stockholder approval of the Amended Plan to modify the existing “evergreen” provision in the 2023 Plan such that the number of shares of our common stock available for awards under the Amended Plan shall be automatically increased on the first day of each fiscal year (commencing with January 1, 2025) by a number of shares of our common stock equal to the lesser of (i) 1% of the then-outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (ii) a lower number of shares of our common stock as may be determined by our Board of Directors.

The primary purpose of the proposed amendment and restatement is to ensure that the Company will have a sufficient reserve of common stock available under the Amended Plan to grant equity awards to our officers, employees, non-employee directors and other eligible award recipients. Accordingly, our Board of Directors, based on the recommendation of the People, Culture and Compensation Committee, concluded that amending the evergreen provision was appropriate due to the constraints imposed by the limitations in the existing evergreen provision.

If approved, the “Effective Date” set forth in the Amended Plan will be June 20, 2024, and the amended evergreen provision will apply until the tenth anniversary of such Effective Date. The other existing terms of the 2023 Plan will remain unchanged in the Amended Plan.

Grants of Awards under the Amended Plan to the Company’s executive officers, non-executive directors and other eligible participants are subject to the discretion of the People, Culture and Compensation Committee. Therefore, it is not possible to determine the future benefits that will be received by these participants under the Amended Plan.

The following description of the Amended Plan is not complete and is qualified by reference to the full text of the Amended Plan, which is attached as Appendix 1 to this Proxy Statement.

The Amended Plan is designed to provide a means through which we may attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire an equity interest in the Company, or be paid

incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with our stockholders.

The Amended Plan will be administered by the People, Culture and Compensation Committee, or such other committee of our Board to which it has properly delegated power, or if no such committee or subcommittee exists, our Board (such administering body referred to herein, for purposes of this description of the Amended Plan, as the “Committee”). Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which our securities are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordance with the terms of the Amended Plan.

The Committee is authorized to: (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of shares of common stock to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent and under what circumstances awards may be settled in, or exercised for, cash, shares of common stock, other securities, other awards or other property, or canceled, forfeited or suspended and the method or methods by which awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of common stock, other securities, other awards, or other property and other amounts payable with respect to an award will be deferred either automatically or at the election of the participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Amended Plan and any instrument or agreement relating to, or any award granted under, the Amended Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee deems appropriate for the proper administration of the Amended Plan; (ix) adopt sub-plans; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Amended Plan. Unless otherwise expressly provided in the Amended Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Amended Plan or any award or any documents evidencing awards granted pursuant to the Amended Plan are within the sole discretion of the Committee, may be made at any time and are final, conclusive and binding upon all persons or entities, including, without limitation, us, any participant, any holder or beneficiary of any award, and any of our stockholders.

Any director, officer, employee (other than an employee covered by a collective bargaining agreement unless and to the extent eligibility is set forth in the applicable collective bargaining agreement or other related agreement), consultant and advisor of the Company will be eligible to receive an award grant under the Amended Plan. The Committee may select such eligible individuals to participate in the Amended Plan. As of April 22, 2024, approximately 9,272 employees and directors of the Company were eligible to participate in the 2023 Plan, based on established criteria utilized by the Committee in determining awards.

The Amended Plan provides that the total number of shares of common stock that may be issued thereunder is 9,398,771 (the “Plan Share Reserve”); provided, however, that the Plan Share Reserve shall be automatically increased on the first day of each fiscal year, beginning with fiscal year 2025, by a number of shares of our common stock equal to the lesser of (i) 1% of the then-outstanding shares of our common stock on the last day of the immediately preceding fiscal year and (ii) a lower number of shares of our common stock as may be determined by our Board of Directors. No more than the number of shares of common stock equal to the Plan Share Reserve may be issued in the aggregate pursuant to the exercise of incentive stock options. The maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $1,000,000 in total value. Except for substitute awards (as described below),

in the event any award expires or is cancelled, forfeited or terminated without issuance to the participant of the full number of shares to which the award related, the unissued shares of common stock underlying such award will be returned to the Plan Share Reserve and may be granted again under the Amended Plan. Shares of common stock withheld in payment of an option exercise price, a stock appreciation right’s base price, or taxes relating to an award will constitute shares of common stock issued to a participant and will thus reduce the Plan Share Reserve. Awards may, in the sole discretion of the Committee, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by us or with which we combine (referred to as “substitute awards”), and such substitute awards will not be counted against the Plan Share Reserve, except that substitute awards intended to qualify as “incentive stock options” (as described below) will count against the limit on incentive stock options described above. No incentive stock option may be granted under the Amended Plan after the tenth anniversary of the effective date of the Amended Plan (June 20, 2024). Furthermore, the “evergreen” automatic increase in the Plan Share Reserve will no longer apply after the tenth anniversary of the effective date.

The Amended Plan allows the Committee to grant options to grant shares of our common stock to eligible persons. Options may be either “incentive stock options,” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or options which do not meet the requirements of Section 422(b) of the Code, referred to herein as non-qualified stock options. All options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the options are intended to qualify as incentive stock options and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Code. The term of each option is specified in the applicable award agreement but may not exceed ten years from the date of grant (or five years from the date of grant in the case of incentive stock options held by certain individuals), except that if a non-qualified stock option would expire at a time when trading of our common stock is prohibited by our insider trading policy (or any “blackout period” imposed by us) and the fair market value exceeds the exercise price per share on such expiration date, the term will automatically be extended to the 30th day following the end of such period. At the end of its term, an option will expire, but may also expire earlier upon certain terminations of employment or service, as described in more detail below. Options will become vested and exercisable in such manner and on such date(s) or event(s) as determined by the Committee, including, without limitation, satisfaction of Performance Conditions (as defined in the Amended Plan), provided that the Committee may, in its sole discretion, accelerate the vesting of any options at any time for any reason.

Options which have become vested and exercisable may be exercised by delivery of written or electronic notice of exercise to the Company and accompanied by payment of the aggregate exercise price and any applicable tax withholding obligations. The aggregate purchase price is the per share exercise price multiplied by the number of shares purchased. The applicable per share exercise price is specified in the applicable award agreement and may not be less than, as of the grant date, 100% of the fair market value of one share of our common stock (or in the case of incentive stock options held by certain individuals, 110% of such grant date fair market value), other than in the case of options that are substitute awards.

The aggregate purchase price may be paid (i) in cash, check, cash equivalent and/or shares of our common stock valued at the fair market value at the time of exercise; provided, that such shares of our common stock are not subject to any pledge or other security interest and have been held by the participant for at least six months or such other period established by the Committee from time to time to avoid adverse accounting treatment or (ii) by such other method as the Committee may permit in its sole discretion, including without limitation: (A) in other property having a fair market value on the date of exercise equal to the exercise price; (B) by means of a broker-assisted “cashless exercise” pursuant to which we are delivered a copy of irrevocable instructions to a stockbroker to sell the shares otherwise issuable upon the exercise of the option and to deliver promptly to us an amount equal to the aggregate exercise price; or (C) a “net exercise” procedure effected by withholding the minimum number of shares otherwise issuable in respect of an option that are needed to pay the aggregate exercise price and applicable taxes. Any fractional shares will be settled in cash.

Unless otherwise provided by the Committee, in an award agreement or otherwise, upon the termination of employment or service with us: (i) for “cause” (as defined in the Amended Plan), all options will immediately terminate and expire; (ii) by reason of death, each outstanding unvested option will immediately terminate and expire, and each outstanding vested option will remain exercisable for one year following such termination (but in no event beyond the expiration of the original option term); (iii) by reason of disability, each outstanding unvested option will immediately terminate and expire, and each outstanding vested option will remain exercisable for eighteen months following such termination (but in no event beyond the expiration of the original option term); and (iv) for any other reason, each outstanding unvested option will immediately terminate and expire, and each outstanding vested option will remain exercisable for 90 days following such termination (but in no event beyond the expiration of the original option term).

The Committee may grant restricted shares of our common stock or restricted stock units, representing the right to receive, upon vesting and the expiration of any applicable restricted period, one share of common stock for each restricted stock unit, or, in the sole discretion of the Committee, the cash value thereof (or any combination thereof). As to restricted shares of our common stock, subject to the other provisions of the Amended Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted shares of common stock, including, without limitation, the right to vote such restricted shares of common stock. Participants have no rights or privileges as a stockholder with respect to restricted stock units. Restricted shares of our common stock and restricted stock units will become vested in such manner and on such date(s) or event(s) as determined by the Committee, including, without limitation, satisfaction of Performance Conditions (as described below), provided that the Committee may, in its sole discretion, accelerate the vesting of any restricted shares of our common stock or restricted stock units at any time for any reason. Unless otherwise provided by the Committee, whether in an award agreement or otherwise, in the event of a participant’s termination for any reason prior to vesting of any restricted shares or restricted stock units, as applicable (i) all vesting with respect to the participant’s restricted shares or restricted stock units, as applicable, will cease and (ii) unvested restricted shares and unvested restricted stock units will be forfeited for no consideration on the date of termination.

The Committee may grant other equity-based awards under the Amended Plan, with terms and conditions determined by the Committee that are not inconsistent with the Amended Plan, including, without limitation, satisfaction of Performance Conditions (as described below).

The Committee may grant awards under the Amended Plan that vest and/or become exercisable upon an event or events determined by the Committee, including, without limitation, attainment of specified performance conditions of the Company and/or one or more members of the Company Group (as defined in the Amended Plan), divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing. These performance conditions include, but are not limited to, the following criteria: net earnings, net income (before or after taxes), or consolidated net income; basic or diluted earnings per share (before or after taxes); net revenue or net revenue growth; gross revenue or gross revenue growth, gross profit or gross profit growth; net operating profit (before or after taxes); return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); gross or net operating margins; productivity ratios; share price (including, but not limited to, growth measures and total stockholder return); expense targets or cost reduction goals, general and administrative expense savings; operating efficiency; objective measures of customer/client satisfaction; working capital targets; measures of economic value added or other ‘value creation’ metrics; enterprise value; sales; stockholder return; customer/client retention; competitive market metrics; employee retention; objective measures of

personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and Annual Meeting divisional or project budgets); comparisons of continuing operations to other operations; market share; cost of capital, debt leverage, year-end cash position or book value; strategic objectives; gross or net authorizations; backlog; or any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

Other than with respect to cash-based awards, in the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of common stock or other securities, issuance of warrants or other rights to acquire shares of common stock or other securities, or other similar corporate transaction or event that affects the shares of common stock (including a change in control, as defined in the Amended Plan), or (ii) unusual or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations or other requirements, that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (i) or (ii), an “Adjustment Event”), the Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of: (A) the Plan Share Reserve, or any other limit applicable under the Amended Plan with respect to the number of awards which may be granted thereunder, (B) the number of shares of common stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of awards or with respect to which awards may be granted under the Amended Plan or any sub-plan and (C) the terms of any outstanding award, including, without limitation, (x) the number of shares of common stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding awards or to which outstanding awards relate, (y) the exercise price or strike price with respect to any award, or (z) any applicable performance measures; it being understood that, in the case of any “equity restructuring,” the Committee will make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring.

In connection with any change in control, the Committee may, in its sole discretion, provide for any one or more of the following: (i) a substitution or assumption of, acceleration of the vesting of, the exercisability of, or lapse of restrictions on, any one or more outstanding awards and (ii) cancellation of any one or more outstanding awards and payment to the holders of such awards that are vested as of such cancellation (including any awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the Committee (which value, if applicable, may be based upon the price per share of common stock received or to be received by other holders of our common stock in such event), including, in the case of options and stock appreciation rights, a cash payment equal to the excess, if any, of the fair market value of the shares of common stock subject to the option or stock appreciation right over the aggregate exercise price or base price thereof.

Our Board of Directors may amend, alter, suspend, discontinue, or terminate the Amended Plan or any portion thereof at any time; but no such amendment, alteration, suspension, discontinuance or termination may be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to the Amended Plan or for changes in U.S. GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under the Amended Plan (except

for adjustments in connection with certain corporate events); or (iii) it would materially modify the requirements for participation in the Amended Plan; and any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award will not to that extent be effective without such individual’s consent.

The Committee may, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively (including after a participant’s termination). However, except as otherwise permitted in the Amended Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any participant with respect to such award will not to that extent be effective without such individual’s consent. In addition, without stockholder approval, except as otherwise permitted in the Amended Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any stock appreciation right; (ii) the Committee may not cancel any outstanding option or stock appreciation right and replace it with a new option or stock appreciation right (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the value of the cancelled option or stock appreciation right; and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted.

The Committee in its sole discretion may provide that an award under the Amended Plan includes dividends or dividend equivalents, on such terms and conditions as may be determined by the Committee in its sole discretion. Unless otherwise provided in the award agreement, any dividend payable in respect of any share of restricted stock that remains subject to vesting conditions at the time of payment of such dividend will be retained by the Company and remain subject to the same vesting conditions as the share of restricted stock to which the dividend relates. To the extent provided in an award agreement, the holder of outstanding restricted stock units will be entitled to be credited with dividend equivalents either in cash, or in the sole discretion of the Committee, in shares of common stock, restricted stock or other equity awards having a fair market value equal to the amount of the dividends (and interest may be credited, at the discretion of the Committee, on the amount of cash dividend equivalents, at a rate and subject to terms determined by the Committee), which accumulated dividend equivalents (and any interest) will be payable at the same time as the underlying restricted stock units are settled following the lapse of restrictions (and with any accumulated dividend equivalents forfeited if the underlying restricted stock units are forfeited).

Each award under the Amended Plan will not be transferable or assignable by a participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us or any of our subsidiaries. However, the Committee may, in its sole discretion, permit awards (other than incentive stock options) to be transferred to a participant’s family members.

All awards are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by our Board of Directors of directors or the Committee and as in effect from time to time and (ii) applicable law. To the extent that a participant receives any amount in excess of the amount that the participant should otherwise have received under the terms of the award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the participant will be required to repay any such excess amount to the Company. If a participant engages in any detrimental activity (as described below), as determined by the Committee, the Committee may, in its sole discretion, provide for one or more of the following: (i) cancellation of any or all of a participant’s outstanding awards (or shares of common stock received upon exercise, vesting or settlement of any such award) or (ii) forfeiture by

the participant of any gain realized in respect of awards (including as a result of the sale of shares of common stock received upon exercise, vesting or settlement of any such awards), and repayment of any such gain promptly to the Company. For purposes of the Amended Plan and awards thereunder, “detrimental activity” means: any unauthorized disclosure of confidential or proprietary information of the Company or its subsidiaries; any activity that would be grounds to terminate the participant’s employment or service for cause; the participant’s breach of any restrictive covenant (including, but not limited, to any non-competition or non-solicitation covenants); or fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its discretion.

The Amended Plan will be approved if it receives the affirmative vote of a majority of the voting power of the shares of stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Unless marked to the contrary, proxies received will be voted “FOR” the approval of the Amended Plan.

The following table sets forth the equity awards issued under the 2023 Plan that have been received as of April 22, 2024 by the following persons or groups: (i) our chief executive officer; (ii) each of our other Named Executive Officers; (iii) our current executive officers as a group; (iv) our current non-executive officer directors as a group; (v) each nominee for election as a director; and (vi) all employees, including all current officers who are not executive officers, as a group. There have been no equity awards granted to (i) any associate of any current director who is not a Named Executive Officer or nominee or (ii) any associate of any executive officer. In addition, except as may be set forth below, no person has received equity awards under the 2023 Plan which in the aggregate accounted for five percent or more of the total number of equity awards received under the 2023 Plan.

The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2023, each of which was approved by our stockholders. These plans include the 2015 Equity Incentive Plan, the 2023 Equity Incentive Plan and the 2023 Employee Stock Purchase Plan.

The Audit Committee of our Board of Directors has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 29, 2024.

We are asking our stockholders to ratify the selection of Deloitte as our independent registered public accounting firm. Although ratification is not required by our Bylaws or otherwise, we are submitting the election of Deloitte to our stockholders for ratification as a matter of good corporate practice and because we value our stockholders' views on our independent registered public accounting firm. In the event that our stockholders do not ratify the selection, the Audit Committee will investigate the reason for the rejection and reconsider the appointment. Even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of CAVA and our stockholders.

Representatives of Deloitte are expected to be present at the Annual Meeting, and they will have the opportunity to make a statement if they so desire and to respond to appropriate questions.

The following table presents fees (in thousands) for professional audit services and other services provided to CAVA by Deloitte for the fiscal years ended December 31, 2023 and December 25, 2022.

The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Deloitte’s independence and concluded that it was.

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023 with our management and Deloitte & Touche LLP, our independent registered public accounting firm. Management is responsible for the preparation, presentation and integrity of the financial statements, accounting and financial reporting principles and internal control over financial reporting. Deloitte & Touche LLP is responsible for performing an independent audit of the financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) for expressing an opinion on the conformity of the financial statements with accounting principles generally accepted in the United States.

The audit committee has discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable standards of the PCAOB and the Securities and Exchange Commission and has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the audit committee concerning independence. The audit committee has also discussed with Deloitte & Touche LLP their independence.

Based on its reviews and discussions referred to above, the audit committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.

The Board of Directors of CAVA Group, Inc. is soliciting proxies for the Company’s 2024 Annual Meeting of Stockholders (the "Annual Meeting") to be held on June 20, 2024 at 10:00 a.m. Eastern Time via a live audio webcast at www.virtualshareholdermeeting.com/CAVA2024, or at any adjournment or postponement of the Annual Meeting. Accordingly, we are making these proxy materials available to you on the Internet or, upon your request, by delivering printed versions of these materials to you by mail, in connection with the solicitation of proxies for the Annual Meeting .

The Annual Meeting will be conducted virtually. All stockholders of record will be able to attend the Annual Meeting via webcast by entering the sixteen-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials at www.virtualshareholdermeeting.com/CAVA2024.

No recording of the Annual Meeting is allowed, including audio and video recording.

To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials (the "Notice") or on your proxy card if you elected to receive proxy materials by mail. You may access the Annual Meeting by visiting www.virtualshareholdermeeting.com/CAVA2024. You will be able to submit one question per stockholder during the meeting in accordance with the meeting’s rules of conduct by typing in your question into the “ask a question” box on the meeting page. We will read and respond to appropriate questions during the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website login page.

The Annual Meeting will be held in a virtual-only meeting format and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will facilitate full and equal participation by all our stockholders from any place in the world at little to no cost. We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:

The Annual Meeting is being held via an audio webcast to reach the broadest number of stockholders possible while reflecting the technology-enabled nature of our Company and reducing environmental impacts and costs associated with planning, holding and arranging logistics for in-person meeting proceedings. The Annual Meeting will provide the same rights and advantages of a physical meeting. Stockholders will be able to present questions online in advance of and during the meeting, providing our stockholders with the opportunity for meaningful engagement with the Company.

Yes, the rules of conduct for the Annual Meeting will be available on the Annual Meeting Website on the date of the Annual Meeting. The rules of conduct will provide information on regarding the rules and procedures for participating in the Annual Meeting.

These materials include the Notice of Annual Meeting of Stockholders, this Proxy Statement for the Annual Meeting and our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2023. We are first distributing or making these materials available to you, as the case may be, on or about April 29, 2024.

In accordance with rules adopted by the SEC, we are permitted to furnish proxy materials, including this Proxy Statement and our 2023 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. If you received a Notice by mail, you will not receive a printed copy of the proxy materials. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to our stockholders, will instruct you as to how you may access and review the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet or by telephone. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Stockholders may request to receive future proxy materials in printed form by following the instructions contained in the Notice. We encourage stockholders to take advantage of the proxy materials on the Internet to reduce the costs and environmental impact of our Annual Meeting. If you vote by Internet or telephone, please do not also mail your proxy card.

For stockholders to vote on the following proposals:

The Board of Directors recommends that you vote:

Holders of our common stock as of the close of business on April 22, 2024, the record date, may vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. As of the record date, there were 114,009,665 shares of our common stock outstanding. You are entitled to one vote for each share of common stock you hold as a stockholder of record or as a beneficial owner for each matter presented for vote at the Annual Meeting.

If your shares are registered directly in your name with our transfer agent, Broadridge Financial Solutions, LLC, you are considered the stockholder of record with respect to those shares, and these proxy materials were sent directly to you by us. As a stockholder of record, you may vote your shares virtually at the Annual Meeting or by proxy as described below.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in street name and these proxy materials were forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares by following their instructions for voting.

As a stockholder of record, you may vote over the Internet during the Annual Meeting or by proxy. We recommend that you submit a proxy even if you plan to participate in the Annual Meeting. This will ensure that your vote will be counted if you are unable to, or later decide not to, participate in the Annual Meeting. You can revoke your proxy and change your vote during the Annual Meeting in one of the ways described under “Can I change my vote or revoke my proxy?” below.

If you do not wish to vote during the Annual Meeting, you may vote as follows:

Internet and telephone voting will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on Wednesday, June 19, 2024.

If you are a beneficial owner of shares held in street name, you should have received from your bank, broker or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a "voting instruction form" sent by the broker, bank or other nominee. Please follow their instructions carefully.

Shares held in your name as the stockholder of record, or beneficially in street name, may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/CAVA2024 during the meeting. You will need your control number found in the Notice, or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials in order to be able to vote and enter the meeting.

If you received more than one Notice or proxy card, then you hold shares of CAVA common stock in more than one account. You should vote via the Internet, by telephone, by mail, or in person for all shares held in each of your accounts.

If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board of Directors, or if you sign and return a paper proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our Board of Directors on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under exchange rules, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. We encourage you to provide voting instructions to the organization that holds your shares. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform our Inspector of Election that it does not have the authority to vote on such matter with respect to your shares. This is generally referred to as a “broker non-vote.” Under current exchange rules, Proposal 1 (Election of Directors) and Proposal 2 (Approval of an Amendment and Restatement of our 2023 Equity Incentive Plan) are considered non-routine matters.

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy before it is exercised by:

If you are a beneficial owner of shares held in street name, you should follow the instructions of your bank, broker, or other nominee to change or revoke your voting instructions.

A broker non-vote occurs when shares held by a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion. Under current NYSE interpretations that govern broker non-votes, Proposal Nos. 1 and 2 are considered non-discretionary matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal No. 3 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal.

The presence, in person or by proxy, of the holders of a majority in voting power of the shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting must be present or represented by proxy to conduct business at the Annual Meeting. You will be considered part of the quorum if you return a signed and dated proxy card, if you vote by telephone or Internet, or if you attend the Annual Meeting.

Abstentions and withhold votes are counted as "shares present" at the Annual Meeting for purposes of determining whether a quorum exists. Proxies submitted by banks, brokers or other holders of record holding shares for you as a beneficial owner that do not indicate a vote for some of or all the proposals because that holder does not have voting authority and has not received voting instructions from you (so-called "broker non-votes") are also considered "shares present" for purposes of determining whether a quorum exists. If you are a beneficial owner, these holders are permitted to vote your shares on the ratification of the appointment of our independent registered public accounting firm, even if they do not receive voting instructions from you.

Provided that there is a quorum, the voting requirements are as follows:

We will pay all the costs of preparing, mailing and soliciting the proxies. We will ask brokers, banks, voting trustees and other nominees and fiduciaries to forward the proxy materials to the beneficial owners of our common stock and to obtain the authority to execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to mailing proxy materials, our directors, officers and employees may solicit proxies in person, by telephone or otherwise. These individuals will not be specially compensated.

Representatives of Broadridge Financial Solutions, LLC or their affiliates will tabulate the votes. An attorney from the law firm McNees Wallace & Nurick LLC will act as the Inspector of Election and certify the votes.

We will announce preliminary voting results at the Annual Meeting. We also will disclose the final voting results on a Current Report on Form 8-K that we will file with the Securities and Exchange Commission within four business days after the Annual Meeting.

Our Board of Directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the proxy card will have discretion to vote the shares represented by proxy in accordance with their own judgment on such matters.

It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. We urge you to vote by telephone, by Internet, or by executing and returning the proxy card at your earliest convenience.

For a proposal to be eligible to be included in our Proxy Statement for the 2025 Annual Meeting of Stockholders, the proposal must be received by our Corporate Secretary on or before December 30, 2024. The proposal should be mailed by certified mail return receipt requested to: CAVA Group, Inc., 14 Ridge Square NW, Suite 500, Washington, D.C. 20016, Attention: Corporate Secretary. All stockholder proposals requested to be included in the Company’s Proxy Statement and proxy card must also comply with the requirements set forth in the federal securities laws, including Rule 14a-8, in order to be included in the Company’s Proxy Statement and proxy card for the 2025 Annual Meeting.

In addition, the Company’s Bylaws establish an advance notice procedure with regard to certain matters, including nominations of persons for election as directors and stockholder proposals included in the Company’s Proxy Statement, to be brought before an annual meeting of stockholders. In general, notice must be received by the Corporate Secretary of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the immediately preceding annual meeting; provided, however, that in the event that (x) the date of the annual meeting is advanced by more than 30 days or delayed by more than 70 days from such anniversary date of the preceding year’s annual meeting or (y) no annual meeting was held during the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting and the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made. To be in proper form, such notice must contain specified information concerning the matters to be brought before such meeting and concerning the stockholder proposing such matters, as described in the Bylaws. Therefore, to be presented at the 2025 Annual Meeting, such a proposal must be received by the Company on or after February 20, 2025 but no later than March 22, 2025.

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the Annual Report by contacting the Office of the Corporate Secretary, 14 Ridge Square NW, Suite 500, Washington, D.C. 20016 or telephoning 202-400-2920.

the Service Recipient or any other member of the Company Group; (F) act of personal dishonesty that involves personal profit in connection with the Participant’s employment or service to the Service Recipient; or (G) engagement in any Detrimental Activity; provided, in any case, that a Participant’s resignation after an event that would be grounds for a Termination for Cause will be treated as a Termination for Cause hereunder.

share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage, year-end cash position or book value; (xxvii) strategic objectives; (xxviii) gross or net authorizations; (xxix) backlog; or (xxx) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more members of the Company Group as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by Applicable Law or by the organizational documents of any member of the Company Group. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under (i) the organizational documents of any member of the Company Group, (ii) pursuant to Applicable Law, (iii) an individual indemnification agreement or contract or otherwise, or (iv) any other power that the Company may have to indemnify such Indemnifiable Persons or hold such Indemnifiable Persons harmless.

718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring.