SWEETGREEN, INC., DEF 14A filed on 4/21/2023
Proxy Statement (definitive)
v3.23.1
Cover
 12 Months Ended
Dec. 25, 2022
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name SWEETGREEN, INC.
Entity Central Index Key 0001477815
v3.23.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 25, 2022
Dec. 26, 2021
Dec. 27, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Value of Initial Fixed $100 Investment Based On:
Year(1)
Summary Compensation Table Total for PEO
Compensation Actually Paid to PEO (2) (3)
Average Summary Compensation Table Total for non-PEO NEOs
Average Compensation Actually Paid to non-PEO NEOs (2)(3)
Total Shareholder Return (5)
Peer Group Total Shareholder Return (5)
Net Income (Loss)
Adjusted EBITDA (6)
($)($)($)($)($)($)($)($)
2022350,144 (61,516,400)(4)649,693 (5,807,584)(4)32 76 (190,441,000)(49,934,000)
202138,819,816 111,239,574 (5)38,814,481 111,234,239 (4)112 98 (153,175,000)(63,099,000)
    
Named Executive Officers, Footnote [Text Block] NEOs included in the above compensation columns reflect the following:
YearPEONon-PEOs
2022Jon NemanMitch Reback, Wouleta Ayele, Jim McPhail and Daniel Shlossman
2021Jon NemanNicolas Jammet and Nathaniel Ru
    
Peer Group Issuers, Footnote [Text Block] Company and peer group TSR reflects the Company’s "2022 peer group" as reflected in our 2022 Annual Report on Form the 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on our IPO date of November 19, 2021 through the last day of the fiscal year presented.    
PEO Total Compensation Amount $ 350,144 $ 38,819,816  
PEO Actually Paid Compensation Amount $ (61,516,400) 111,239,574  
Adjustment To PEO Compensation, Footnote [Text Block] "Compensation Actually Paid" to our PEO (Jonathan Neman) and the average “Compensation Actually Paid” to our non-PEO NEOs in 2022 and 2021 reflects the following adjustments from Total compensation reported in the Summary Compensation Table (in thousands):
20222021
PEOAverage Non-PEOPEOAverage Non-PEO
Total Reported in Summary Compensation Table (SCT)$350,144 $649,693 $38,819,816 $38,814,481 
Less, Value of Stock and Option Awards reported in SCT— (240,953)(38,142,732)(38,142,732)
Plus, Year-End Fair Value of Awards Granted During Fiscal Year that are Unvested and Outstanding— 68,574 77,526,763 77,526,763 
Plus, Change in Fair Value (from Prior Fiscal Year-End to Current Fiscal Year-End) of Prior Year Awards that are Outstanding and Unvested(57,677,180)(4,941,831)7,770,827 7,770,827 
Plus, Vesting Date Fair Value of Awards Granted During Fiscal Year and that Vested During Fiscal Year— 21,083 — — 
Plus, Change in Fair Value (from Prior Fiscal Year-End to Vesting Date) of Prior Year Awards that Vested During Fiscal Year(4,189,364)(1,364,150)25,264,900 25,264,900 
Less Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year— — — — 
Total Adjustments(61,866,544)(6,457,277)72,419,758 72,419,758 
"Compensation Actually Paid” for Fiscal Year $(61,516,400)$(5,807,584)$111,239,574 $111,234,239 
    
Non-PEO NEO Average Total Compensation Amount $ 649,693 38,814,481  
Non-PEO NEO Average Compensation Actually Paid Amount $ (5,807,584) 111,234,239  
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] "Compensation Actually Paid" to our PEO (Jonathan Neman) and the average “Compensation Actually Paid” to our non-PEO NEOs in 2022 and 2021 reflects the following adjustments from Total compensation reported in the Summary Compensation Table (in thousands):
20222021
PEOAverage Non-PEOPEOAverage Non-PEO
Total Reported in Summary Compensation Table (SCT)$350,144 $649,693 $38,819,816 $38,814,481 
Less, Value of Stock and Option Awards reported in SCT— (240,953)(38,142,732)(38,142,732)
Plus, Year-End Fair Value of Awards Granted During Fiscal Year that are Unvested and Outstanding— 68,574 77,526,763 77,526,763 
Plus, Change in Fair Value (from Prior Fiscal Year-End to Current Fiscal Year-End) of Prior Year Awards that are Outstanding and Unvested(57,677,180)(4,941,831)7,770,827 7,770,827 
Plus, Vesting Date Fair Value of Awards Granted During Fiscal Year and that Vested During Fiscal Year— 21,083 — — 
Plus, Change in Fair Value (from Prior Fiscal Year-End to Vesting Date) of Prior Year Awards that Vested During Fiscal Year(4,189,364)(1,364,150)25,264,900 25,264,900 
Less Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year— — — — 
Total Adjustments(61,866,544)(6,457,277)72,419,758 72,419,758 
"Compensation Actually Paid” for Fiscal Year $(61,516,400)$(5,807,584)$111,239,574 $111,234,239 
    
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
image (57).jpg


Note: sweetgreen's TSR was not available in 2020
    
Compensation Actually Paid vs. Net Income [Text Block] image (56).jpg    
Compensation Actually Paid vs. Company Selected Measure [Text Block] image (55).jpg    
Total Shareholder Return Vs Peer Group [Text Block]
image (57).jpg


Note: sweetgreen's TSR was not available in 2020
    
Total Shareholder Return Amount $ 32 112  
Peer Group Total Shareholder Return Amount 76 98  
Net Income (Loss) $ (190,441,000) $ (153,175,000)  
Company Selected Measure Amount (49,934,000) (63,099,000)  
PEO Name Jon Neman Jon Neman  
Additional 402(v) Disclosure [Text Block] Except as described in footnote (3) below, fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was calculated in accordance with ASC Topic 718, and the valuation methods used to calculate the fair values did not materially differ from those disclosed at the time of grant. For the portion of "Compensation Actually Paid" that represents compensation based on year-end stock prices, the following prices were used: for 2022, $8.83 (72% reduction from prior year); for 2021, $31.36 (304% increase from IPO date); and for 2020, $7.77 (which is prior to the IPO date, and was based on the active 409A price as of that date).We believe the “Compensation Actually Paid” in each of the years reported above is reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” is in line with business performance, primarily due our stock price performance and our achievement against pre-established performance goals under our Annual Bonus Plan. See “—Compensation Discussion and Analysis” above for additional information regarding our Annual Bonus Plan and other elements of our executive compensation program.    
Average Compensation, Share Price $ 8.83 $ 31.36 $ 7.77
Increase (Decrease) In Average Compensation, Share Price, Percent 72.00% 304.00%  
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EBITDA    
Non-GAAP Measure Description [Text Block] Adjusted EBITDA, a non-GAAP measure, is defined as net loss adjusted to exclude interest income, interest expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, loss on disposal of property and equipment, Spyce acquisition costs, amortization of cloud-based software implementation costs, other expense, and in certain periods, impairment and closure costs, and restructuring charges.    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Net Sales    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name sweetgreen stock price performance    
PEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (61,866,544) $ 72,419,758  
PEO [Member] | Stock Awards Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 (38,142,732)  
PEO [Member] | Equity Awards Granted in Current Year, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 77,526,763  
PEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (57,677,180) 7,770,827  
PEO [Member] | Equity Awards Granted in Current Year, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0  
PEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (4,189,364) 25,264,900  
PEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0  
Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (6,457,277) 72,419,758  
Non-PEO NEO [Member] | Stock Awards Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (240,953) (38,142,732)  
Non-PEO NEO [Member] | Equity Awards Granted in Current Year, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 68,574 77,526,763  
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (4,941,831) 7,770,827  
Non-PEO NEO [Member] | Equity Awards Granted in Current Year, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 21,083 0  
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,364,150) 25,264,900  
Non-PEO NEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 0