Independent
Tenure on this board
4.5 yrs
Also a director at
Warby Parker Inc (WRBY)
9 nominees · 3 ballot items.
Elect nine directors; ratify Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026; and approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay).
Elect nine nominees to the Board of Directors to serve until the next annual meeting and their successors are duly elected and qualified.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in this proxy statement (the Compensation Discussion and Analysis, compensation tables, and narrative).
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation for the named executive officers (a “say-on-pay” vote). Management (the Compensation Committee and the Board) is seeking approval to reaffirm their compensation approach, which emphasizes pay-for-performance through a mix of base salary, an annual incentive tied to financial metrics (2025 used Same-Store Sales Change and Restaurant-Level Profit Margin), and long-term equity incentives (options, RSUs and, beginning in 2026, performance-based RSUs for the CEO). The Company frames the vote as advisory, noting prior strong shareholder support in 2025 and that the Board will consider the voting outcome when setting future pay; the vote frequency is annual by Board policy. Contextually, 2025 was a challenging year operationally — Same-Store Sales fell and Restaurant-Level Profit Margin declined — resulting in zero payouts under the 2025 annual bonus plan, which underscores the program’s performance sensitivity. The Compensation Committee is independent and uses an external consultant and a peer group to benchmark pay, and management emphasizes alignment with shareholder interests by paying bonuses in RSUs and emphasizing equity-based, performance-linked awards. The Board’s recommendation to vote FOR rests on the view that the compensation program balances retention needs with shareholder alignment, and that governance controls (committee oversight, clawbacks, stock ownership guidelines) mitigate risks. Investors evaluating the proposal should weigh the program’s demonstrated performance linkage (no 2025 payouts when targets missed), the substantial role of equity and option-based incentives, recent changes to strengthen performance linkage (e.g., CEO performance RSUs in 2026), and the Company’s communication that it will consider stockholder feedback in future compensation design. Given the advisory nature of the vote, a significant vote AGAINST would signal shareholder dissatisfaction and would likely prompt the Compensation Committee to engage with investors and potentially modify plan features; conversely, an affirmative vote sustains management’s current compensation framework while preserving the Committee’s discretion to adjust details going forward.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Woodson Capital Management, LP | 5.64% | 6,700,000 | $35M |
| 2 | BAILLIE GIFFORD CO | 5.31% | 6,315,188 | $33M |
| 3 | Neuberger Berman Group LLC | 4.93% | 5,854,091 | $26M |
| 4 | Greenhouse Funds LLLP | 4.25% | 5,049,235 | $26M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.63% | 4,312,376 | $22M |
| 6 | FEDERATED HERMES, INC. | 3.14% | 3,733,900 | $19M |
| 7 | MILLENNIUM MANAGEMENT LLC | 3.09% | 3,677,408 | $19M |
| 8 | BlackRock, Inc. | 3.09% | 3,670,034 | $19M |
| 9 | GOLDMAN SACHS GROUP INC | 3.03% | 3,603,796 | $19M |
| 10 | BlackRock, Inc. | 2.67% | 3,176,868 | $16M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.