🧾 What This Document Is

This is Sweetgreen's Definitive Proxy Statement (DEF 14A). It's an official notice and information packet sent to shareholders before the 2026 Annual Meeting. Its purpose is to give shareholders the details they need to vote on key company decisions. Think of it as an agenda and instruction manual for the big yearly shareholder meeting.

• Meeting Details: Thursday, June 11, 2026, at 9:00 a.m. Pacific Time.
• Format: Virtual only via live audio webcast at www.virtualshareholdermeeting.com/SG2026.
• Record Date: Shareholders owning stock as of the close of business on April 13, 2026, get to vote.
• Contact: For questions about the stockholder list, email [email protected].

👉 Why it matters: This document ensures shareholders have all the facts to make informed votes on company leadership, finances, and pay. The virtual format makes it accessible to everyone.

🗳️ What Shareholders Are Voting On

The core of the meeting is voting on three specific proposals. The Board recommends voting FOR all three.

1. Proposal 1: Elect Directors (9 Nominees)
   • Vote Needed: Plurality (most "For" votes win).
   • Board Recommendation: FOR each of the 9 nominees.
2. Proposal 2: Ratify Deloitte & Touche LLP as Auditor
   • Approve the Audit Committee's choice of Deloitte to audit the books for the fiscal year ending December 27, 2026.
   • Vote Needed: Majority of voting power present.
   • Board Recommendation: FOR.
3. Proposal 3: Advisory Vote on Executive Compensation ("Say-on-Pay")
   • A non-binding vote approving how the top executives are paid.
   • Vote Needed: Majority of voting power present.
   • Board Recommendation: FOR.

👉 Why it matters: Proposal 1 shapes the company's leadership. Proposal 2 ensures independent financial oversight. Proposal 3 gives shareholders a voice (albeit advisory) on whether the executive pay structure makes sense.

👥 The Director Nominees

Sweetgreen's Board has 9 seats, all up for election. The slate includes the 3 co-founders and 6 independent directors.

• Co-Founders (Not Independent):
  • Nicolas Jammet (Age 41): Chief Concept Officer (Supply Chain, Automation, Culinary). On Board since 2009.
  • Jonathan Neman (Age 41): Chair of the Board, President & CEO. On Board since 2009.
  • Nathaniel Ru (Age 40): Former Chief Brand Officer (left exec role Dec 2025, employment ended Jan 2026). On Board since 2009.
• Independent Directors:
  • Neil Blumenthal (Age 45): Co-CEO of Warby Parker. Expertise: Consumer/Tech/Founder.
  • Julie Bornstein (Age 56): CEO of Daydream, former exec at Pinterest, Stitch Fix, Sephora. Expertise: Consumer/Tech/Retail.
  • Cliff Burrows (Age 66): Lead Independent Director. Former Starbucks Group President. Expertise: Restaurant Operations.
  • Montgomery Moran (Age 59): Former Co-CEO of Chipotle. Expertise: Restaurant Operations/Law.
  • Dawn Ostroff (Age 66): Former Spotify Chief Content & Advertising Business Officer. Expertise: Media/Advertising.
  • Bradley Singer (Age 59): Strategic exec at Warner Bros. Discovery, former COO of ValueAct Capital, ex-CFO of Discovery & American Tower. Expertise: Finance/Media/Consumer.

👉 Why it matters: The board combines deep restaurant industry knowledge (Burrows, Moran), digital/consumer expertise (Blumenthal, Bornstein, Ostroff), financial acumen (Singer), and the founding team's vision (Jammet, Neman, Ru). The Lead Independent Director role helps balance the combined CEO/Chair position.

⚖️ Corporate Governance Highlights

This section details how the company is run and overseen.

• Board Structure: CEO Jonathan Neman also serves as Board Chair. Cliff Burrows is the Lead Independent Director, presiding over executive sessions of independent directors.
• Committees & Independence:
  • Audit Committee: Singer (Chair), Bornstein, Burrows. All independent. Singer is the designated "audit committee financial expert".
  • Compensation Committee: Burrows (Chair), Blumenthal, Ostroff. All independent.
  • Nominating & Governance Committee: Ostroff (Chair), Bornstein, Moran. All independent.
• Board Meetings: The full Board met 5 times in fiscal 2025. Committees met regularly (Audit 4x, Comp 7x, Nominating 2x).
• Risk Oversight: The full Board oversees major risks (strategy, food safety, cybersecurity). Specific committees handle financial risks (Audit), compensation risks (Comp), and governance/ESG (Nominating).
• Stock Ownership Guidelines: Directors and executives must hold significant Sweetgreen stock:
  • Non-Employee Directors: 5x their annual Board retainer.
  • CEO: 6x annual base salary.
  • Employee Directors & Named Exec Officers (NEOs): 5x (employee directors) or 2x (NEOs) annual base salary.
• Policies: Strict Insider Trading Policy. Prohibits hedging company stock and bans pledging stock as loan collateral without Board approval (one co-founder has pledged shares under a 2022 policy).
• Director Pay (2025): Non-employee directors earned between $232,116 (Blumenthal, Bornstein, Moran) and $267,116 (Burrows). This includes cash fees ($50k-$85k) and stock awards (~$182k each).

👉 Why it matters: Good governance balances management power with independent oversight. The structure, committee work, ownership rules, and policies aim to align directors' interests with shareholders and manage risks.

💰 Executive Compensation (Say-on-Pay)

This large section explains how and why executives are paid, justifying the "For" vote on Proposal 3.

• Philosophy: Pay is designed to attract/retain talent, align executives with long-term shareholder success, and reward performance.
• 2025 Financial Highlights (for context): Revenue grew to $593.9 million (from $523.8M in 2024). Adjusted EBITDA was $31.8 million (vs. $23.3M). Net loss was $(53.2) million (improved from $(93.1)M).
• Pay Components (2025 for NEOs):
  • Base Salary: Fixed cash.
  • Annual Bonus (Cash): Based on company financial targets (like Revenue, Adjusted EBITDA) and individual goals. Target bonus = 50%-100% of salary.
  • Long-Term Incentives (Equity): Primarily Performance-Based Restricted Stock Units (PSUs) tied to 3-year goals (Revenue, Adjusted EBITDA margin, TSR vs. peers) and Time-Based RSUs. This is the largest part of pay.
• 2025 Summary Compensation Table (Key NEOs):
  • Jonathan Neman (CEO): Total Comp $7,958,509 (Salary $750k, Bonus $1.5M, Equity Awards $5.7M).
  • Nicolas Jammet (CCO): Total Comp $2,926,508 (Salary $425k, Bonus $425k, Equity Awards $2.075M).
  • Jason Cochran (CFO): Total Comp $2,558,775 (Salary $400k, Bonus $400k, Equity Awards $1.75M).
  • Jamie McConnell (Chief People & Purpose Officer): Total Comp $2,328,775 (Salary $375k, Bonus $375k, Equity Awards $1.575M).
  • Nathaniel Ru (Former CBO - until Dec 2025): Total Comp $1,406,250 (Salary $375k, Bonus $187.5k, Equity Awards $843.75k). Received separation benefits upon leaving employment.
• Pay-for-Performance: The Compensation Committee emphasizes linking pay to company results. The "Pay Versus Performance" table shows compensation actually paid (CAP) aligned generally with metrics like Revenue growth, Adjusted EBITDA, and TSR over time.

👉 Why it matters: This section argues the pay packages are competitive, performance-driven, and align executives with shareholders. Shareholders vote on whether they agree. The heavy use of performance-based equity is a key mechanism.

🔮 What's Next & Strategic Direction

While not the main focus of a proxy, governance and compensation tie to strategy.

• Leadership Continuity: Re-electing the directors ensures oversight of the current strategy led by CEO Jonathan Neman and the co-founder team.
• Performance Focus: The compensation structure (especially PSUs) heavily incentivizes executives to hit Revenue growth and profitability (Adjusted EBITDA margin) targets over the next few years.
• Operational Focus: Board expertise in restaurants, supply chain, and digital/consumer tech suggests continued focus on optimizing operations, automation (led by Jammet), and the digital customer experience.
• Capital Allocation: The "Say-on-Pay" vote and ownership guidelines reinforce aligning leadership with shareholder returns as the company invests in growth.

⚖️ Big Picture: Strengths & Risks

• Strengths (👍):
  • Experienced Board: Strong mix of restaurant ops, tech/consumer, finance, and founding vision.
  • Clear Pay Alignment: Heavy emphasis on long-term, performance-based equity ties executive wealth to shareholder success.
  • Strong Governance Policies: Robust ownership guidelines, prohibition on hedging, controlled pledging policy.
  • Shareholder Voice: Proxy provides transparency and a clear mechanism (voting) for shareholder input.
• Risks (⚠️):
  • CEO/Chair Combination: Combining these roles reduces checks and balances, though a strong Lead Independent Director mitigates this.
  • Execution Risk: Hitting the ambitious revenue and profitability targets tied to executive compensation is not guaranteed.
  • Co-Founder Influence: Three co-founders on the board and in key roles (2 current execs) creates significant influence concentration.
  • Net Losses: The company is still reporting net losses, though improving.

🧠 The Analogy

Voting on this proxy is like being a part-owner of a restaurant chain attending the yearly owners' meeting. You're reviewing the plan for the coming year, voting to reappoint the managers and board members you trust (Proposal 1), confirming the restaurant's outside accountant (Proposal 2), and giving your opinion on whether the head chefs and managers are being paid fairly based on how well the restaurants did last year and are expected to do this year (Proposal 3). It's your chance to steer the ship from the passenger seat.

🧩 Final Takeaway

This proxy details Sweetgreen's plan for its annual shareholder meeting. Shareholders will vote on retaining the current board of directors (including the 3 co-founders), reappointing their auditor, and endorsing the executive pay structure. The heavy focus on performance-based equity compensation signals leadership's commitment to driving revenue growth and profitability to align with shareholder interests. The board's combined CEO/Chair role and co-founder influence are key governance considerations.