Cheesecake Factory Inc DEF 14A, filed Apr 20, 2023

Cheesecake Factory Inc (CAKE)

DEF 14A 2023-04-20

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Added on June 12, 2026

About this DEF 14A

Cheesecake Factory Inc filed this DEF 14A on April 20, 2023.

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		Voting online or by telephone is fast and convenient, and your vote is immediately confirmed and posted. To vote online or by telephone, first read the accompanying Proxy Statement and then follow the instructions below:
		VOTE ONLINE			VOTE BY TELEPHONE
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		2. Follow the step-by-step instructions provided.			2. Follow the step-by-step instructions provided.

	INTRODUCTION					1
	General					1
	Internet Availability of Proxy Materials					1
	Householding of Proxy Materials					1
	Voting; Quorum; Abstentions and Broker Non-Votes					1
	How to Vote at the Annual Meeting					2
	Proxies					3
	How do I attend the Annual Meeting?					3
	Can I submit questions prior to or at the Annual Meeting?					3
	Solicitation					3
	ITEMS TO BE VOTED ON					4
	PROPOSAL ONE					4
	Election of Directors					4
	General.					4
	Nominees.					4
	Required Vote.					4
	PROPOSAL TWO					6
	Ratification of Selection of Independent Registered Public Accounting Firm					6
	Independent Registered Public Accounting Firm Fees and Services.					6
	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Our Independent Registered Public Accounting Firm.					6
	Required Vote.					7
	PROPOSAL THREE					8
	Non-Binding, Advisory Vote on Executive Compensation					8
	Required Vote.					8
	PROPOSAL FOUR					9
	Non-binding, Advisory Vote on the Frequency of the Stockholder Advisory Vote on Executive Compensation					9
	Required Vote.					9
	FORWARD-LOOKING STATEMENTS					10
	THE BOARD AND CORPORATE GOVERNANCE					11
	Director Nominations Process					11
	Minimum Qualifications.					11
	Criteria for Evaluating Candidates; Diversity.					11
	Stockholder Recommendations to the Governance Committee for Nomination of Directors.					12
	Evaluation of Candidates.					12
	Future Revisions to the Nominations Policy.					13
	General Nomination Right of All Stockholders.					13
	Qualifications of Current Directors and Director Nominees.					13
	Our Board of Director Nominees					13
	Director Independence					18
	Board Leadership Structure and Lead Director					18
	Role of the Board in Risk Oversight					18
	Meeting Attendance					19

	Committees of the Board of Directors					19
	Audit Committee.					19
	Compensation Committee.					20
	Governance Committee.					21
	Committee Charters.					21
	Designation of Audit Committee Financial Experts					21
	Corporate Governance Principles and Guidelines; Corporate Governance Materials Available on Our Website					21
	Stockholder Engagement					21
	Stockholder Communications with the Board					22
	Corporate Social Responsibility					22
	People and Communities					22
	Our Environment and Supply Chain					23
	Compensation Committee Interlocks and Insider Participation					24
	Director Compensation					24
	Indemnification of Officers and Directors					26
	Policies Regarding Review, Approval or Ratification of Transactions with Related Persons					26
	Policies Regarding Hedging, Short Sales, Publicly Traded Derivatives, Margin Accounts and Pledges					26
	NON-GAAP FINANCIAL MEASURES					27
	EXECUTIVE COMPENSATION					28
	Compensation Discussion and Analysis					28
	Executive Summary					28
	Financial Highlights.					28
	Strategic and Operating Highlights.					28
	2022 Annual Incentives/2020-2022 Long-Term Incentive Plan Outcomes.					29
	2022 Compensation Program Changes and Other Pay Actions					30
	Emphasis on Performance-Based Compensation and Pay Delivery					30
	Alignment of Company Performance and Pay Delivery					31
	2022 “Say-on-Pay” Advisory Vote on Executive Compensation.					31
	Alignment with Stockholder Interests.					32
	Overview of Compensation Program					32
	Compensation Philosophy					32
	Elements of Compensation Program.					33
	Factors Considered in Making Compensation Decisions.					34
	Market Positioning					35
	2022 Executive Compensation Peer Group.					35
	Principal Elements of Compensation					35
	Base Salary.					35
	Annual Cash Performance Incentive Compensation.					36
	Fiscal 2022 Performance Incentive Plan Design.					36
	Fiscal 2022 Performance Achievement.					37
	2023 Performance Incentive Plan.					40
	Long-Term Equity-Based Compensation					40
	Equity Grants in 2022.					40
	Nonqualified Stock Options.					40
	Time-Based Restricted Stock Awards.					41

	Performance-Based Restricted Stock.					41
	Attainment of 2020 Grant Performance Condition.					42
	Retirement Plans					42
	Nonqualified Deferred Compensation Plan.					42
	Pension Benefits.					42
	Other Benefits and Perquisites					42
	Potential Benefits Upon Termination and Change in Control					43
	Oversight of Named Executive Officer Compensation					43
	Compensation Committee.					43
	Role of Outside Consultants.					43
	Role of Chief Executive Officer in Compensation Decisions.					44
	Compensation of our Chief Executive Officer.					44
	Governance Considerations					44
	Risk Considerations.					44
	Clawback Policy; Forfeitures.					44
	Stock Ownership Requirements.					44
	Other Considerations					45
	Impact of Accounting and Tax Treatments on Compensation.					45
	COMPENSATION COMMITTEE REPORT					46
	COMPENSATION OF NAMED EXECUTIVE OFFICERS					47
	Grants of Plan-Based Awards in Fiscal 2022					49
	Outstanding Equity Awards At Fiscal Year End					51
	Option Exercises and Stock Vested					54
	Pension Benefits					54
	Nonqualified Deferred Compensation					54
	Employment Agreements					55
	Potential Payments upon Termination or Change in Control					58
	Acceleration of Equity Awards in Connection with a Change in Control.					58
	Chief Executive Officer.					58
	Named Executive Officers other than Chief Executive Officer.					60
	Potential Payments Upon Termination or Change in Control.					61
	CEO Pay Ratio					63
	Relationship Between Financial Performance Measures.					66
	Pay Versus Performance Tabular List.					68
	REPORT OF THE AUDIT COMMITTEE OF THE BOARD					69
	OTHER INFORMATION					70
	Beneficial Ownership of Principal Stockholders and Management					70
	Equity Compensation Plan Information					72
	Delinquent Section 16(a) Reports					72
	Stockholder Proposals for the 2024 Annual Meeting of Stockholders					73
	Availability of Annual Report and Form 10-K					73
	Adjournment of the 2023 Annual Meeting of Stockholders					74
	Other Matters					74
	APPENDIX A—RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES					A-1

	Fiscal 2022			Fiscal 2021
Audit Fees(1)		$	1,380,788		$	1,402,380
Audit-Related Fees(2)			159,385			—
All Other Fees(3)			1,780			81,435
Total Fees		$	1,541,953		$	1,483,815

		IF YOU PLAN TO ATTEND THE ANNUAL MEETING
		We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/CAKE2023. The webcast will start at 10:00 a.m., Pacific Daylight Time, on Thursday, June 1, 2023. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which appears on your proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.

		David Overton Director Since: 1992				Background: Mr. Overton, age 76, has served as our Chairman of the Board and Chief Executive Officer since our incorporation in 1992. He co-founded the Company with his parents, Evelyn and Oscar Overton. Mr. Overton created the namesake concept and opened the first The Cheesecake Factory restaurant in 1978 in Beverly Hills, California. He has grown The Cheesecake Factory® into an international brand and created three other concepts, Grand Lux Cafe®, RockSugar Southeast Asian Kitchen® and Social Monk Asian Kitchen®. Under Mr. Overton’s leadership, the Company acquired FRC, including the North Italia® brand. Among Mr. Overton’s many professional honors, he has received the Elliott Group’s Legacy Award, recognizing excellence in leadership, lifetime achievement, and contributions of outstanding significance; the International Foodservice Manufacturers Association “Silver Plate Award,” recognizing the most outstanding and innovative talent in foodservice operations; the “Executive of the Year Award” from Restaurants & Institutions Magazine; the “MenuMasters Hall of Fame Award” and “Golden Chain Award” from Nation’s Restaurant News, for his outstanding contributions to menu design and foodservice research and development; the “Entrepreneur of the Year” in the Food Services category for the Los Angeles region by Ernst & Young, for his demonstrated excellence and extraordinary success in innovation, performance and personal commitment to The Cheesecake Factory and the communities our restaurants serve; and the “Leadership Roundtable-Industry Leadership Award.” Mr. Overton is also one of the founding members and directors of The Cheesecake Factory Oscar and Evelyn Overton Charitable Foundation, a 501(c)(3) qualified, non-profit charitable organization which raises funds for a variety of causes and connects our approximately 47,500 staff members to perform charitable work in their communities. Qualifications: When evaluating Mr. Overton’s qualifications for continuation of his Board service, the Governance Committee and the Board considered Mr. Overton’s essential leadership role with us, his unique perspective and understanding of our mission, vision and values, the extent and depth of his knowledge and experience related to us and our concepts and the importance of Mr. Overton’s strategic vision.
		Edie A. Ames Director Since: 2016				Background: Ms. Ames, age 56, brings over 35 years of restaurant industry experience across the casual dining, fast casual and fine dining segments. Ms. Ames currently serves as CEO of Tastes on the Fly Airport Restaurant Group, a San Francisco based company. Previously, she held numerous leadership roles, including Chief Executive Officer of The Pie Hole, a Los Angeles based fast casual dining restaurant, President of The Counter and BUILT® Custom Burgers, Executive Vice President of Wolfgang Puck Catering, Chief Operating Officer of both Real Mex Restaurants and Del Frisco’s Restaurant Group, and President of Morton’s Restaurant Group. Earlier in her career she spent 11 years at California Pizza Kitchen, Inc. where she held positions of increasing responsibility. Qualifications: When evaluating Ms. Ames’ qualifications for Board service, the Governance Committee and the Board considered Ms. Ames’ more than 35 years of restaurant industry experience, including operational experience, domestic and international licensing and franchise experience, numerous leadership roles with a variety of

						restaurant concepts across the casual dining, fast casual and fine dining segments, her service as a member of our Compensation Committee and her current status as an “independent director” under Nasdaq rules.
		Alexander L Cappello Director Since: 2008				Background: Mr. Cappello, age 67, has led several public and private companies over the past 48 years, including Cappello Global, LLC, a global investment bank, whose principals have transacted business in over 50 countries. He is also lead director of Virco Manufacturing Corporation (Nasdaq), Nano Financial Holdings, The Agnew Companies and Caldera Medical Corp, and an advisor to the board of Gusmer Enterprises. Mr. Cappello is a director of RAND Corporation’s Center for Middle East Public Policy, the Center for Global Risk and Security, and the RAND-Russia Forum. Mr. Cappello is a former Chairman of Intelligent Energy, PLC (London), Inter-Tel (Nasdaq), and Geothermal Resources Intl. (AMEX), and a former director of California Republic Bank. Qualifications: When evaluating Mr. Cappello’s qualifications for continuation of his Board service, the Governance Committee and the Board considered Mr. Cappello’s extensive executive management and financial background, international business experience, international management and marketing experience, experience with alternative energy sources, prior service as Lead Director of our Company, service as the Chair of our Compensation Committee and member of our Audit Committee, designation by our Board as an “audit committee financial expert,” former service on the boards of other public companies, including another restaurant company, corporate governance expertise and his current status as an “independent director” under Nasdaq rules.
		Khanh Collins Director Since: 2021				Background: Ms. Collins, age 59, brings over 32 years of restaurant industry experience in fine casual, full service casual and fine dining. Ms. Collins currently serves as Chief Operating Officer of the Sustainable Restaurant Group which currently includes two brands, Bamboo Sushi and Sizzle Pie. Previously, Ms. Collins was Senior Vice President, Retail Food Group for Thompson Hospitality, which is the largest minority-owned food service management company in the United States, based out of Reston, Virginia and has held other leadership positions including Vice President of U.S. Operations and Global Training for the ONE Group/STK, Chief Operating Officer and Senior Vice President of Bravo Brio Restaurant Group as well as various roles at McCormick and Schmick Seafood Restaurants. Qualifications: When evaluating Ms. Collins’ qualification for Board service, the Governance Committee and the Board considered Ms. Collins’ more than 32 years’ experience in the restaurant industry, expertise in human capital management, her service as a member of our Governance Committee and her current status as an “independent director” under Nasdaq rules.
		Adam S. Gordon Director Since: 2022				Background: Mr. Gordon, age 56, currently serves as a managing director of Gordon Property Group, a real estate management and development company. In this role, he is in charge of marketing and strategic relationships for commercial buildings and other properties. Mr. Gordon also serves as President of ASG Global Entertainment, a production and marketing company he founded. Prior to establishing ASG Global Entertainment, Mr. Gordon held various roles of increasing responsibility with Sony Pictures International, most recently as Executive Director of Publicity, leading publicity and awards campaigns.

						Qualifications: When evaluating Mr. Gordon’s qualifications for Board service, the Governance Committee and the Board considered his extensive background in global marketing and promotions, his deep experience in the entertainment industry and his current status as an “independent director” under Nasdaq rules.
		Jerome L. Kransdorf Director Since: 1997				Background: Mr. Kransdorf, age 84, has extensive investment management experience. Mr. Kransdorf retired in 2014 as President of JaK Direct, a division of Muriel Siebert & Co., Inc. where he worked from 2001 to 2014. From 1997 to 2001, Mr. Kransdorf served as Senior Vice President of J. & W. Seligman & Co. Incorporated, an investment advisory firm. From 1959 to 1997, he was employed in investment and senior management positions at Wertheim & Co. and its successor companies. Mr. Kransdorf serves as our Lead Director. Qualifications: When evaluating Mr. Kransdorf’s qualifications for continuation of his Board service, the Governance Committee and the Board considered Mr. Kransdorf’s extensive investment management experience, his depth of knowledge and experience specific to us, his current service as Lead Director, Chair of the Governance Committee and member of the Compensation Committee and his current status as an “independent director” under Nasdaq rules.
		Janice L. Meyer Director Since: 2020				Background: Ms. Meyer, age 63, brings over 28 years of restaurant investment experience. She is currently Co-Founder and Managing Partner of Rellevant Partners, a private equity firm. Prior to founding Rellevant, Ms. Meyer was a Managing Director and Senior Restaurant Analyst in the Equity Research Department of Donaldson Lufkin & Jenrette, which was acquired by Credit Suisse Group AG (NYSE) in 2000. She was also a Managing Director in the investment banking division of Morgan Stanley (NYSE). She was formerly a Director of Chopt Creative Salad Co. (now known as Founders Table Restaurant Group), a fast casual restaurant group, and is currently a Director of Tillster, Inc., a food ordering and delivery technology company, and a Director of Rasa Worldwide, Inc, a company specializing in fast-casual Indian food. She is also a trustee of the Windward School in New York. Qualifications: When evaluating Ms. Meyer’s qualifications for Board service, the Governance Committee and the Board considered Ms. Meyer’s more than 28 years’ experience in the restaurant industry, extensive restaurant specific financial background, experience as a restaurant stock analyst, her service as a member of our Audit Committee and her current status as an “independent director” under Nasdaq rules.
		Laurence B. Mindel Director Since: 2012				Background: Mr. Mindel, age 85, has more than 53 years of experience as a restaurant creator, developer and operator and is currently the Managing Partner of Poggio Trattoria, an award-winning Italian restaurant, and Copita Tequileria Y Comida, a “modern” Mexican restaurant, both located in Sausalito and Convivo, a “nomad Italian” restaurant in Santa Barbara, California. In 1970, he co-founded Spectrum Foods whose restaurant portfolio included, among others, California-based restaurants Ciao, Prego, MacArthur Park, Guaymas and Harry’s Bar. Following the acquisition of Spectrum Foods by Saga Corp. (NYSE) in 1984, Mr. Mindel served as President of Saga’s restaurant group where he directed the operations of more than 200 restaurants with combined revenue of over $375 million. When Saga was acquired in 1986, Mr. Mindel founded Il Fornaio, a restaurant and bakery company which

						became public in 1997 (Nasdaq) and was subsequently taken private in 2001. His professional honors include Nation’s Restaurant News “Golden Chain” award, International Foodservice Manufacturers Association “Gold Plate” award, Food Arts Magazine “Silver Spoon” award, Leadership Roundtable Conference award for Distinguished & Exemplary Leadership in the Food Service Industry and, in 1998, he was inducted into the California Restaurant Association’s Hall of Fame. In 1985, Mr. Mindel became the first American and the first person of non-Italian descent to be awarded the Caterina de Medici Medal from the Italian government, recognizing excellence in the preservation of Italian heritage outside of Italy. Qualifications: When evaluating Mr. Mindel’s qualifications for continuation of his Board service, the Governance Committee and the Board considered Mr. Mindel’s more than 53 years’ experience in the restaurant industry, both as a concept creator and an operator, his experience guiding a publicly-traded restaurant company, his current service as a member of the Compensation Committee and Governance Committee, his prior service as a member of the Compensation Committee and his current status as an “independent director” under Nasdaq rules.
		David B. Pittaway Director Since: 2009				Background: Mr. Pittaway, age 71, is Vice Chairman, Senior Managing Director, Senior Vice President, Secretary and Chief Compliance Officer of Castle Harlan, Inc., a private equity firm. He has been with Castle Harlan since 1987. Mr. Pittaway also has served as Vice Chairman and Senior Managing Director of Branford Castle, Inc., an investment company, since October 1986. From 1987 to 1998, Mr. Pittaway was Vice President, Chief Financial Officer and a director of Branford Chain, Inc., a marine wholesale company, where he is now a director and Vice Chairman. Previously, Mr. Pittaway was Vice President of Strategic Planning and Assistant to the President of Donaldson, Lufkin & Jenrette, Inc., an investment banking firm. Mr. Pittaway is a member of the board of Shelf Drilling, Inc. He was formerly a director of Bravo Brio Restaurant Group, Morton’s Restaurant Group, McCormick & Schmick’s Seafood Restaurants, and Dave & Buster’s, Inc. In addition, he is a director and co-founder of the Armed Forces Reserve Family Assistance Fund and a member of the University of Kansas Endowment Association Board of Trustees. Qualifications: When evaluating Mr. Pittaway’s qualifications for continuation of his Board service, the Governance Committee and the Board considered his extensive financial and industry experience, including his service on audit committees of other public restaurant companies, his legal background and familiarity with SEC rules and regulations related to public companies, his service as a member and Chair of our Audit Committee, his designation by our Board as an “audit committee financial expert” and his current status as an “independent director” under Nasdaq rules.
		Herbert Simon Director Since: 2011				Background: Mr. Simon, age 88, is the Chairman Emeritus of the board of Indianapolis-based Simon Property Group, Inc., a member of the S&P 500 and the largest U.S.A. publicly-traded real estate investment trust. Mr. Simon has served on its board since 1993. Throughout his career, Mr. Simon has maintained a leadership position within the retail property industry by developing high profile retail facilities, including, but not limited to, The Forum Shops at Caesars, Roosevelt Field in Long Island, and The Fashion Centre at Pentagon City. Additional diversified business interests beyond real estate include ownership of a National Basketball Association’s franchise, the Indiana Pacers. Mr. Simon also served as the former

						Chairman of the National Basketball Association’s Board of Governors and continues to serve as a member of such board. Mr. Simon also is the owner of the Indiana Fever, a women’s National Basketball Association Franchise. He is also active in numerous community and civic organizations. Qualifications: When evaluating Mr. Simon’s qualifications for continuation of his Board service, the Governance Committee and the Board considered Mr. Simon’s considerable domestic and international commercial real estate experience, including his tenure with Simon Property Group, Inc., a publicly-held real estate investment trust of which he is Chairman Emeritus and a member of the board of directors, his service as a member of the Compensation Committee and the Governance Committee, and his current status as an “independent director” under Nasdaq rules.
		Except as set forth above, each nominee has been engaged in his or her principal occupation described above during the past five years. There are no family relationships between any of our directors or executive officers as defined under SEC rules.

Board of Directors Fees(1)	Fiscal 2022
Annual fee		$	100,000
Annual equity grant or cash payment in lieu of equity grant(2)		$	115,000
Lead Director annual fee		$	25,000
Audit Committee Chair annual fee		$	15,000
Compensation Committee Chair annual fee		$	12,500
Governance Committee Chair annual fee		$	10,000

Name	Fees earned or paid in cash ($)			Stock Awards ($)(1)			Total ($)
Edie A. Ames(2)		$	215,000			—		$	215,000
Alexander L. Cappello		$	112,500		$	115,000		$	227,500
Khanh (“Connie”) Collins		$	100,000		$	115,000		$	215,000
Paul Ginsberg (all paid to Roark)(3)		$	208,065			—		$	208,065
Adam S. Gordon(4)		$	5,780			—		$	5,780
Jerome I. Kransdorf		$	250,000			—		$	250,000
Janice Meyer		$	100,000		$	115,000		$	215,000
Laurence B. Mindel		$	215,000			—		$	215,000
David B. Pittaway		$	172,500		$	57,500		$	230,000
Herbert Simon		$	215,000			—		$	215,000

		What We Do				What We Don’t Do
		Pay for Performance—A significant portion of executive compensation is performance-based, tied to pre-established performance goals aligned with our short- and long-term objectives and stockholder value creation				No Payment of Dividends on Unvested Awards— Any dividends or dividend equivalents related to equity awards are subject to the same vesting restrictions as the underlying awards
		Focus on Retention and Long-Term Value Creation —We use longer equity vesting periods than our peers (generally ratably over five years for stock options and over three to five years for restricted stock/units, versus three to four years for our peer group)				No Single Trigger Benefits—Except where awards are not assumed by the surviving or acquiring entity, any payments or benefits in the event of a change in control require a qualifying termination of employment (“double trigger”)
		Stock Ownership Guidelines—We maintain stock ownership guidelines to encourage executives to think like our long-term stockholders				No Automatic Retirement Payments—We do not provide automatic acceleration of equity awards upon retirement
		Compensation Recoupment Policy—We maintain a Clawback Policy that applies when inaccurate financial statements have resulted in incentive payments and/or equity awards to our executives				No Excessive Perquisites—We generally only provide perquisites to Named Executive Officers that are available to other members of senior management
		Effectively Manage Dilution—Our Board reinstated the Company’s share repurchase program in April 2022, intended to neutralize the impact of dilution from employee equity grants after having suspended it in March 2020 to preserve liquidity during the COVID-19 pandemic				No Tax Gross-Ups Upon Change in Control—We do not gross-up executive perquisite taxes or excise taxes in connection with a change in control
		Regularly Consider Stockholder Feedback—We conduct an annual stockholder say-on-pay vote and we engage with interested stockholders and receive their feedback on our executive compensation program				No Hedging and Pledging—We prohibit all employees and directors from engaging in hedging, pledging and speculative transactions in derivatives of Company securities
		Assess and Mitigate Risk—We conduct an annual risk assessment to identify any significant risks in our incentive compensation programs				No “Repricing”—We prohibit repricing of stock options without stockholder approval
		Independent Compensation Consultant—Our Compensation Committee engages an independent consultant for objective advice regarding executive pay				No Multi-Year Guarantees—We do not provide multi-year guarantees for salary increases, bonus or equity compensation

	FY22 Base Salary			% Change
David Overton, Chairman of the Board and Chief Executive Officer		$	995,000		0%
David M. Gordon, President, The Cheesecake Factory Incorporated		$	720,000		3.6%
Matthew E. Clark, Executive Vice President and Chief Financial Officer		$	570,000		3.5%
Scarlett May, Executive Vice President, General Counsel and Secretary		$	545,000		3.8%
Keith T. Carango, President, The Cheesecake Factory Bakery Incorporated		$	445,000		3.5%

	Performance Incentive Plan Bonus as % of Salary(1)
	Threshold(2)		Target(3)		Maximum(4)
David Overton		20.6%		110.0%		151.3%
David M. Gordon		15.0%		80.0%		110.0%
Matthew E. Clark		14.1%		75.0%		103.1%
Scarlett May		12.2%		65.0%		89.4%
Keith T. Carango		12.2%		65.0%		89.4%

	Target Award			2022 Actual Bonus Payout			Actual Payout Compared to Target
David Overton		$	1,094,500		$	835,377		76.33%
David M. Gordon		$	576,000		$	439,632		76.33%
Matthew E. Clark		$	427,500		$	326,289		76.33%
Scarlett May		$	354,250		$	270,381		76.33%
Keith T. Carango		$	289,250		$	163,065		56.38%

Name	Number of Shares Subject to Nonqualified Stock Options		Number of Restricted Stock Awards-Performance Targets(1)		Number of Restricted Stock Awards-Time Based Vesting(2)		Value of Combined Grants (thousands)
David Overton		—		66,700		66,700		$	5,301
David M. Gordon		—		16,650		16,650		$	1,323
Matthew E. Clark		—		15,100		15,100		$	1,200
Scarlett May		—		7,700		7,700		$	612
Keith T. Carango		—		6,050		6,050		$	481

Name and Principal Position	Fiscal Year		Salary ($)(1)		Bonus ($)		Stock Awards ($)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and nonqualified Deferred Compensation Earnings ($)(3)	All Other Compensation ($)(4)		Total ($)
David Overton Chairman of the Board and Chief Executive Officer		2022		1,014,135	-			5,301,316	-			835,377	-		30,916		7,181,744
		2021		1,010,308	-			5,099,931	-			1,234,049	-		30,916		7,375,204
		2020		914,635		109,450		2,250,968		2,245,964		273,625	-		119,395(5)		5,914,037
David M. Gordon President, The Cheesecake Factory Incorporated		2022		758,538	-			1,323,342	-			439,632	-		32,973		2,554,485
		2021		698,942	-			1,276,357	-			626,890	-		33,349		2,635,538
		2020		615,673		54,000		511,237		508,659		135,000	-		49,518(5)		1,874,087
Matthew E. Clark Executive Vice President and Chief Financial Officer		2022		576,942	-			1,200,148	-			326,289	-		11,583		2,114,962
		2021		564,692	-			1,158,788	-			465,939	-		10,348		2,199,767
		2020		486,981		37,450		560,232		459,326		93,625	-		29,939(5)		1,667,553
Scarlett May Executive Vice President, General Counsel and Secretary		2022		540,796	-			611,996	-			270,381	-		16,939		1,440,112
		2021		522,115	-			573,897	-			384,759	-		16,666		1,497,437
		2020		464,961		33,150		374,693		125,331		82,875	-		34,467(5)		1,115,477
Keith T. Carango President, The Cheesecake Factory Bakery Incorporated		2022		441,827	-			480,854	-			163,065	-		16,210		1,101,956
		2021		427,115	-			467,322	-			265,888	-		17,291		1,177,616
		2020		379,173		26,975		204,816		199,997		101,156	-		23,962(5)		936,079

Position with Company	Multiple of Salary
Chief Executive Officer of the Company		6x
President of the Company or of our wholly owned subsidiaries, The Cheesecake Factory Restaurants, Inc. or The Cheesecake Factory Bakery Incorporated		2x
Executive Vice President of the Company		2x

	Dated: April 5, 2023			Respectfully submitted,
				Alexander L. Cappello, Chairman Edie A. Ames Jerome I. Kransdorf Laurence B. Mindel Herbert Simon

Name	Automobile Program ($)(a)		ESP Company Match ($)(b)		Life Insurance ($)(c)		Executive Physical Exam ($)(d)		Total ($)
Mr. Overton		22,882		—		8,034		—		30,916
Mr. Gordon		20,035		7,339		3,328		2,271		32,973
Mr. Clark		10,200		—		1,383		—		11,583
Ms. May		14,488		—		2,451		—		16,939
Mr. Carango		13,200		—		3,010		—		16,210

Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards(3)						All Other Stock Awards: Number of Shares of Stock or Units (#)(4)		Grant Date Fair Value of Stock Awards ($)(5)
Name	Grant Date		Threshold ($)			Target ($)(2)			Maximum ($)			Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock Awards ($)(5)
David Overton		n/a		$	205,219		$	1,094,500		$	1,504,938
		2/10/2022																	66,700		$	2,650,658
		2/10/2022											40,020		66,700		100,050				$	2,650,658
David M. Gordon		n/a		$	108,000		$	576,000		$	792,000
		2/10/2022																	16,650		$	661,671
		2/10/2022											9,990		16,650		24,975				$	661,671
Matthew E. Clark		n/a		$	80,156		$	427,500		$	587,813
		2/10/2022																	15,100		$	600,074
		2/10/2022											9,060		15,100		22,650				$	600,074
Scarlett May		n/a		$	66,422		$	354,250		$	487,094
		2/10/2022																	7,700		$	305,998
		2/10/2022											4,620		7,700		11,550				$	305,998
Keith T. Carango		n/a		$	54,234		$	289,250		$	397,719
		2/10/2022																	6,050		$	240,427
		2/10/2022											3,630		6,050		9,075				$	240,427

	Option Awards								Stock Awards
									Restricted Stock					PSU/PSA Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable(1)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(2)		Market Value of Shares or Units of Stock That have Not Vested ($)(3)			Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)		Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
David Overton(4)		135,000		—		48.01		03/05/2023		—			—		—			—
		82,000		—		50.26		03/03/2024		—			—		—			—
		73,500		—		61.59		03/02/2025		—			—		—			—
		143,440		35,860(4a)		47.06		02/15/2026		—			—		—			—
		62,400		41,600(4b)		46.03		02/13/2027		—			—		—			—
		134,760		202,140(4c)		40.16		02/18/2030		—			—		—			—
		—		—		—		—		9,480(9a)		$	306,678		—			—
		—		—		—		—		18,960(9a)		$	613,356		—			—
		—		—		—		—		56,050(9b)		$	1,813,218		—			—
		—		—		—		—		50,150(9c)		$	1,622,353		—			—
		—		—		—		—		—			—		43,150(9d)		$	1,395,903
		—		—		—		—		66,700(9e)		$	2,157,745		—			—
		—		—		—		—		—			—		66,700(9e)		$	2,157,745
David M. Gordon(5)		19,300		—		50.26		03/03/2024		—			—		—			—
		16,650		—		61.59		03/02/2025		—			—		—			—
		8,300		8,300(5a)		47.06		02/15/2026		—			—		—			—
		14,040		9,360(5b)		46.03		02/13/2027		—			—		—			—
		15,260		45,780(5c)		40.16		02/18/2030		—			—		—			—
		—		—		—		—		2,120(10a)		$	68,582		—			—
		—		—		—		—		4,320(10a)		$	139,752		—			—
		—		—		—		—		12,730(10b)		$	411,816		—			—
		—		—		—		—		12,550(10c)		$	405,993		—			—
		—		—		—		—		—			—		10,800(10d)		$	349,380
		—		—		—		—		16,650(10e)		$	538,628		—			—
		—		—		—		—		—			—		16,65010e)		$	538,628
Matthew E. Clark(6)		10,000		—		48.01		03/05/2023		—			—		—			—
		9,600		—		50.26		03/03/2024		—			—		—			—
		8,000		—		61.59		03/02/2025		—			—		—			—
		4,820		—		57.30		06/07/2025		—			—		—			—
		30,400		7,600(6a)		47.06		02/15/2026		—			—		—			—
		25,740		17,160(6b)		46.03		02/13/2027		—			—		—			—
		27,560		41,340(6c)		40.16		02/18/2030		—			—		—			—
		—		—		—		—		3,920(11a)		$	126,812		—			—
		—		—		—		—		11,460(11b)		$	370,731		—			—
		—		—		—		—		2,490(11b)		$	80,552		—			—
		—		—		—		—		11,400(11c)		$	368,790		—			—
		—		—		—		—		—			—		9,800(11d)		$	317,030
		—		—		—		—		15,100(11e)		$	488,485		—			—
		—		—		—		—		—			—		15,100(11e)		$	488,485

	Nonqualified Stock Option Awards				Restricted Stock Awards
Name	Number of Shares Acquired on Exercise (#)(1)		Value Realized Upon Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
David Overton		—		—		42,660		$	1,692,749
David M. Gordon		—		—		9,660		$	383,309
Matthew E. Clark		—		—		6,770		$	269,675
Scarlett May		—		—		5,200		$	203,516
Keith T. Carango		—		—		5,490		$	219,628

Name	Executive Contributions in Fiscal 2022 $(1)		Company Contributions in Fiscal 2022 $(2)		Aggregate Earnings/(Losses) in Fiscal 2022 $		Aggregate Withdrawals or Distributions in Fiscal 2022 $		Aggregate Balance at December 31, 2022 $(3)
David Overton		—		—		(68,616)		—		292,946
David M. Gordon		71,626		7,339		(200,985)		—		1,463,885
Matthew E. Clark		—		—		36		—		2,707
Scarlett May		—		—		(1,602)		26,931		9,298
Keith T. Carango		—		—		—		—		—

	Change In Control						Qualifying Termination of Employment without Change In Control
David Overton	Payout with assumption or continuation of awards(1) ($)		Payout without assumption or continuation of awards ($)		Payout upon termination by Company without Cause, or by Executive due to Constructive Termination ($)		Payout upon Death or Permanent Disability ($)		Payout upon termination by Company without Cause, or by Executive due to Constructive Termination ($)		Payout upon termination with Cause or voluntary termination, including retirement ($)
Cash Severance(6)		—		—		252,577		—		252,577		—
Pro-Rata Bonus(7)		—		—		835,377		—		835,377		—
Intrinsic Value of Equity Acceleration		—		10,066,997(2)		9,704,353(3)		9,704,353(4)		4,181,561(5)		—
Benefits and Other Perquisites(8)		—		—		5,721		—		5,721		—
Health & Welfare Benefits(8)		—		—		6,573		—		6,573		—
Gross-up on Excise Tax		—		—		—		—		—		—
Founder’s Retirement Benefit(9)		—		—		5,252,000		5,252,000		5,252,000		5,252,000
Total CEO Benefit		—		10,066,997		16,056,601		14,956,353		10,533,809		5,252,000

	Change In Control						Termination without Change In Control
	Payout with assumption or continuation of awards(1) ($)		Payout without assumption or continuation of awards(2) ($)		Payout upon termination by Company without Cause, or Constructive Termination by Executive within 18 months ($)		Payout upon permanent disability ($)		Payout upon death ($)		Payout upon termination by Company without Cause, or by Executive as a result of Constructive Termination ($)		Payout upon termination with Cause or voluntary termination, including retirement ($)
David M. Gordon
Cash Severance(5)		—		—		720,000		720,000		720,000		720,000		—
Pro-Rata Bonus(6)		—		—		439,632		439,632		439,632		439,632		—
Intrinsic Value of Equity Acceleration(7)		—		2,452,777		2,370,414(3)		2,370,414(4)		2,370,414(4)		991,010(4)		—
Health & Welfare Benefits(8)		—		—		17,708		17,708		17,708		17,708		—
Gross-up on Excise Tax		—		—		—		—		—		—		—
David M. Gordon Total		—		2,452,777		3,547,754		3,547,754		3,547,754		2,168,350		—
Matthew E. Clark
Cash Severance(5)		—		—		570,000		570,000		570,000		570,000		—
Pro-Rata Bonus(6)		—		—		326,289		326,289		326,289		326,289		—
Intrinsic Value of Equity Acceleration(7)		—		2,240,885		2,150,628(3)		2,150,628(4)		2,150,628(4)		899,330(4)		—
Health & Welfare Benefits(8)		—		—		17,708		17,708		17,708		17,708		—
Gross-up on Excise Tax		—		—		—		—		—		—		—
Matthew E. Clark Total		—		2,240,885		3,064,625		3,064,625		3,064,625		1,813,327		—
Scarlett May
Cash Severance(5)		—		—		545,000		545,000		545,000		545,000		—
Pro-Rata Bonus(6)		—		—		270,381		270,381		270,381		270,381		—
Intrinsic Value of Equity Acceleration(7)		—		1,256,798		1,196,432(3)		1,196,432(4)		1,196,432(4)		562,372(4)		—
Health & Welfare Benefits(8)		—		—		27,060		27,060		27,060		27,060		—
Gross-up on Excise Tax		—		—		—		—		—		—		—
Scarlett May Total		—		1,256,798		2,038,873		2,038,873		2,038,873		1,404,813		—
Keith T. Carango
Cash Severance(5)		—		—		445,000		445,000		445,000		445,000		—
Pro-Rata Bonus(6)		—		—		163,065		163,065		163,065		163,065		—
Intrinsic Value of Equity Acceleration(7)		—		950,120		917,123(3)		917,123(4)		917,123(4)		415,051(4)		—
Health & Welfare Benefits(8)		—		—		27,060		27,060		27,060		27,060		—
Gross-up on Excise Tax		—		—		—		—		—		—		—
Keith T. Carango Total		—		950,120		1,552,248		1,552,248		1,552,248		1,050,176		—
Total Payments (including those for Mr. Overton (see CEO Table above))		—		16,967,577		26,260,101		25,159,853		25,159,853		16,970,475		5,252,000

(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
									Value of Initial Fixed $100 Investment Based on:
Fiscal Year(1)	Summary Compensation Table Total for PEO ($)		CAP to PEO ($)(2)		Average SCT Total for Non-PEO NEOs ($)		Average CAP to Non-PEO NEOs ($)(2)		Total Shareholder Return ($)		Peer Group Total Shareholder Return ($)(3)		Net Income (millions$)		Company Selected Measure: Adjusted EBITDAR (millions $)(4)
2022		7,181,744		3,567,483		1,802,879		1,203,895		86.27		95.9		43		418
2021		7,375,204		8,556,512		1,877,590		2,038,099		103.24		122.1		72		450
2020		5,914,037		10,736,376		1,398,299		2,123,579		96.26		125.5		(253)		173

Year	SCT Total ($)		Minus SCT Equity ($)		Plus (Minus) End of Fiscal Year Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at End of Fiscal Year ($)		Plus (Minus) Change from Beginning of Fiscal Year to End of Fiscal Year in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at End of Fiscal Year ($)		Plus (Minus) Change in Fair Value from Beginning of Fiscal Year to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year ($)		Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)		Calculated CAP ($)
PEO
2022		7,181,744		5,301,316		4,337,067		(3,049,619)		300,636		98,971		3,567,483
2021		7,375,204		5,099,931		3,871,411		337,172		2,072,656		—		8,556,512
2020		5,914,037		4,496,932		7,717,902		1,802,588		(201,219)		—*		10,736,376
Average Non PEO NEOs
2022		1,802,879		904,085		739,642		(488,921)		38,398		15,982		1,203,895
2021		1,877,590		869,091		659,744		57,936		311,920		—		2,038,099
2020		1,398,299		736,073		1,192,739		293,102		(24,489)		—*		2,123,579

	Dated: April 5, 2023			Respectfully submitted,
				David B. Pittaway, Chair Alexander L. Cappello Janice L. Meyer

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership(2)		Percentage of Total Outstanding(3)
BlackRock, Inc.(4)		7,719,665		15.0%
The Vanguard Group, Inc.(5)		5,532,144		10.7%
Kayne Anderson Rudnick Investment Management, LLC(6)		3,772,574		7.3%
Baron Capital Group, Inc.(7)		2,817,474		5.5%
EARNEST Partners, LLC(8)		2,789,920		5.4%
Named Executive Officers, Directors and Director nominees:
David Overton(9)		3,729,638		7.2%
Edie A. Ames(10)		32,100		*
Alexander L. Cappello(11)		9,666		*
Adam S. Gordon(12)		—		*
Jerome I. Kransdorf(13)		13,750		*
Laurence B. Mindel(14)		12,500		*
Janice L. Meyer(15)		11,013		*
David B. Pittaway(16)		16,987		*
Herbert Simon(17)		195,000		*
Khanh Collins(18)		4,940		*
David M. Gordon(19)		170,351		*
Matthew E. Clark(20)		188,550		*
Scarlett May(21)		54,930		*
Keith T. Carango(22)		64,610		*
All executive officers and directors as a group (14 persons)(23)		4,504,035		8.7%

	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options ($)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1)
Equity compensation plans approved by stockholders		1,120,490(2)		46.11		4,702,252
Equity compensation plans not approved by stockholders		—		—		—
Total		1,120,490		46.11		4,702,252

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	Fiscal Year 2022
Income from operations		$	38,935
Depreciation and amortization expenses			92,380
Rent			222,052
EBITDAR			353,367
Impairment of assets and lease terminations			31,387
Equity compensation expenses			24,426
Other			9,300
Adjusted EBITDAR		$	418,480

	Fiscal Year
	2022			2021
Net income available to common stockholders		$	43,123		$	49,131
Dividends on Series A preferred stock			—			18,661
Net income attributed to Series A preferred stock to apply if-converted method			—			4,581
COVID-19 related costs			—			4,917
Impairment of assets and lease termination expenses			31,387			18,139
Acquisition-related contingent consideration, compensation and amortization expense			13,368			19,510
Termination of interest rate swap			—			2,354
Uncertain tax positions			—			7,139
Tax effect of adjustments			(11,637)			(11,679)
Adjusted net income		$	76,241		$	112,753
Diluted net income/(loss) per common share		$	0.86		$	1.01
Dividends on Series A preferred stock			—			0.35
Net income attributable to Series A preferred stock to apply if-converted method			—			0.09
Assumed impact of potential conversion of Series A preferred stock into common stock(1)			—			(0.08)
COVID-19 related costs			—			0.09
Impairment of assets and lease termination expenses			0.62			0.34
Acquisition-related contingent consideration, compensation and amortization expense			0.27			0.37
Termination of interest rate swap			—			0.04
Uncertain tax positions			—			0.13
Tax effect of adjustments			(0.23)			(0.22)
Adjusted net income per share(2)		$	1.51		$	2.13