First Watch Restaurant Group Inc

This advisory Say-on-Pay proposal asks stockholders to approve, on a non-binding basis, the overall compensation of the Company’s named executive officers as disclosed in the proxy materials. Management is seeking an affirmative advisory vote to validate its 2025 compensation program, which emphasizes a mix of base salary, performance-based annual cash incentives and service-based long-term equity awards (RSUs), and includes special retention RSU awards for key executives. Notable context includes the Company’s recent exit from emerging growth company status (effective December 29, 2025), the use of Adjusted EBITDA (80% weighting) and net unit growth (20% weighting) as the primary annual incentive metrics, and large special retention awards (including a multi-year CEO retention RSU) intended to retain leadership through a high-growth expansion phase. The vote is non-binding, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions. Management frames the program as pay-for-performance and aligned with market practice and peer benchmarking, and it highlights governance features such as clawback policy, stock ownership guidelines, and double-trigger change-in-control vesting for RSUs. Critics could point to the size of special retention awards and potential dilution from equity grants as governance concerns, and the advisory nature of the vote means approval does not change contractual obligations. The Board’s recommendation to approve is grounded in retention needs, competitive benchmarking, and alignment of short- and long-term incentives with stockholder value creation. Given the Company’s growth profile and continued use of performance metrics tied to operating results, the proposal tests stockholder support for management’s current pay philosophy while remaining advisory in nature.

This advisory Frequency of Say-on-Pay proposal asks stockholders to indicate whether they prefer future advisory votes on executive compensation to occur every one, two, or three years, with the option receiving a majority considered the stockholders’ preference. Management is soliciting this input to inform the Board and Compensation Committee on the cadence for future engagement on executive pay; the vote is non-binding but viewed as a signal of stockholder preferences. The Company’s Board recommends an annual (one-year) frequency, arguing that yearly votes promote ongoing communication and provide timely, direct feedback on compensation policies and practices, which is consistent with prevailing market practice among many public companies. The context includes the Company’s transition out of emerging growth company status and its recent implementation of significant retention awards, which may increase stockholder interest in more frequent oversight and opportunity to express views. For governance-minded investors, an annual frequency offers more regular accountability and responsiveness to changing company performance and compensation decisions, while critics of yearly votes argue they can encourage short-termism or administrative burden. The voting mechanics mean that if no option achieves a majority, the plurality preference will be treated as the stockholders’ preference, creating the possibility of ambiguity in cases of split votes. The Board and Compensation Committee will consider the result, but because the vote is advisory, they retain discretion to set the actual cadence they believe best serves long-term stockholder interests. Overall, the proposal is a governance-focused mechanism intended to register stockholder preference about how often they want a say on pay, balancing the desire for accountability against potential costs or short-term pressures.