Cover
Cover | 12 Months Ended |
Jan. 02, 2024 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | The Cheesecake Factory Incorporated |
Entity Central Index Key | 0000887596 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure pure in Millions | 12 Months Ended | |||
Jan. 02, 2024 USD ($) | Jan. 03, 2023 USD ($) | Dec. 28, 2021 USD ($) | Dec. 29, 2020 USD ($) | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Pay Versus Performance Pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act, we are providing the Company’s “pay versus performance” disclosure below. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. Per SEC rules, CAP was created by adjusting the Summary Compensation Table (“SCT”) total values for the applicable year as described in the footnotes to the following table. Please refer to our Compensation Discussion and Analysis The following table sets forth information concerning the compensation of our Named Executive Officers (“NEOs”) for each of the fiscal years ended December 29, 2020; December 28, 2021; January 3, 2023 and January 2, 2024, and our financial performance for each such fiscal year: (a) (b) (c) (d) (e) (f) (g) (h) (i) Value of Initial Fixed Fiscal (1) Summary CAP to PEO (2) Average Average (2) Total Peer Group (3) Net Income Company (4) 2023 7,658,919 7,434,904 1,953,855 1,881,426 94.62 116.21 101 498 2022 7,181,744 3,567,483 1,802,879 1,203,895 86.27 97.86 43 418 2021 7,375,204 8,556,512 1,877,590 2,038,099 103.24 122.95 72 450 2020 5,914,037 10,736,376 1,398,299 2,123,578 96.26 126.30 (253 ) 173 (1) The Principal Executive Officer (“PEO”) in all four reporting years is our CEO, David Overton. The NEOs in all four reporting years are David M. Gordon, Matthew E. Clark, Scarlett May and Keith T. Carango. (2) CAP amount to our PEO and NEOs, as shown in columns (c) and (e) above in fiscal 2023 reflects the respective amounts shown in columns (b) and (d) of the table shown above, with adjustments shown below as determined by the SEC rules: Year SCT Minus Plus (Minus) Plus Plus Plus Calculated PEO 2023 7,658,919 5,600,595 4,594,289 (93,689 ) 825,115 50,865 7,434,904 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 2023 1,953,855 948,081 746,742 (14,144 ) 132,562 10,492 1,881,426 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 ) — * 2,123,578 Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting restricted stock awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based restricted stock awards, the same valuation methodology as restricted stock awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on the expected dividend rate as of the date of the applicable revaluation date. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 2, 2024 and prior fiscal years. * Dividends paid in 2020 are captured in the “All Other Compensation” column of the SCT and thus are not additionally captured in this table. (3) For the relevant fiscal year, represents the cumulative total shareholder return indexed to an initial investment of $100 per share of the S&P 600 Restaurants Index on December 30, 2019. (4) Adjusted EBITDAR is a non-GAAP measure and is defined and reconicled from GAAP net income in Appendix A of this proxy statement. | |||
Company Selected Measure Name | AdjustedEBITDAR | |||
Named Executive Officers, Footnote | (1) The Principal Executive Officer (“PEO”) in all four reporting years is our CEO, David Overton. The NEOs in all four reporting years are David M. Gordon, Matthew E. Clark, Scarlett May and Keith T. Carango. | |||
Peer Group Issuers, Footnote | (3) For the relevant fiscal year, represents the cumulative total shareholder return indexed to an initial investment of $100 per share of the S&P 600 Restaurants Index on December 30, 2019. | |||
PEO Total Compensation Amount | $ 7,658,919 | $ 7,181,744 | $ 7,375,204 | $ 5,914,037 |
PEO Actually Paid Compensation Amount | $ 7,434,904 | 3,567,483 | 8,556,512 | 10,736,376 |
Adjustment To PEO Compensation, Footnote | (2) CAP amount to our PEO and NEOs, as shown in columns (c) and (e) above in fiscal 2023 reflects the respective amounts shown in columns (b) and (d) of the table shown above, with adjustments shown below as determined by the SEC rules: Year SCT Minus Plus (Minus) Plus Plus Plus Calculated PEO 2023 7,658,919 5,600,595 4,594,289 (93,689 ) 825,115 50,865 7,434,904 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 2023 1,953,855 948,081 746,742 (14,144 ) 132,562 10,492 1,881,426 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 ) — * 2,123,578 Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting restricted stock awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based restricted stock awards, the same valuation methodology as restricted stock awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on the expected dividend rate as of the date of the applicable revaluation date. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 2, 2024 and prior fiscal years. * Dividends paid in 2020 are captured in the “All Other Compensation” column of the SCT and thus are not additionally captured in this table. | |||
Non-PEO NEO Average Total Compensation Amount | $ 1,953,855 | 1,802,879 | 1,877,590 | 1,398,299 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,881,426 | 1,203,895 | 2,038,099 | 2,123,578 |
Adjustment to Non-PEO NEO Compensation Footnote | (2) CAP amount to our PEO and NEOs, as shown in columns (c) and (e) above in fiscal 2023 reflects the respective amounts shown in columns (b) and (d) of the table shown above, with adjustments shown below as determined by the SEC rules: Year SCT Minus Plus (Minus) Plus Plus Plus Calculated PEO 2023 7,658,919 5,600,595 4,594,289 (93,689 ) 825,115 50,865 7,434,904 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 2023 1,953,855 948,081 746,742 (14,144 ) 132,562 10,492 1,881,426 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 ) — * 2,123,578 Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting restricted stock awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based restricted stock awards, the same valuation methodology as restricted stock awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on the expected dividend rate as of the date of the applicable revaluation date. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 2, 2024 and prior fiscal years. * Dividends paid in 2020 are captured in the “All Other Compensation” column of the SCT and thus are not additionally captured in this table. | |||
Compensation Actually Paid vs. Total Shareholder Return | ||||
Compensation Actually Paid vs. Net Income | ||||
Compensation Actually Paid vs. Company Selected Measure | ||||
Total Shareholder Return Vs Peer Group | ||||
Tabular List, Table | Pay Versus Performance Tabular List. • Adjusted EBITDAR; Revenue growth; Adjusted average annual sales per productive square foot; and Adjusted annual controllable profit. For additional details regarding our most important financial performance measures, please see the section titled “ Compensation Discussion and Analysis-Principal Elements of Compensation | |||
Total Shareholder Return Amount | $ 94.62 | 86.27 | 103.24 | 96.26 |
Peer Group Total Shareholder Return Amount | 116.21 | 97.86 | 122.95 | 126.3 |
Net Income (Loss) | $ 101,000,000 | $ 43,000,000 | $ 72,000,000 | $ (253,000,000) |
Company Selected Measure Amount | 498 | 418 | 450 | 173 |
PEO Name | David Overton | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted EBITDAR | |||
Non-GAAP Measure Description | (4) Adjusted EBITDAR is a non-GAAP measure and is defined and reconicled from GAAP net income in Appendix A of this proxy statement. | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Revenue growth | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted average annual sales per productive square foot | |||
Measure:: 4 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted annual controllable profit | |||
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (5,600,595) | $ (5,301,316) | $ (5,099,931) | $ (4,496,932) |
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 4,594,289 | 4,337,067 | 3,871,411 | 7,717,902 |
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (93,689) | (3,049,619) | 337,172 | 1,802,588 |
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 825,115 | 300,636 | 2,072,656 | (201,219) |
PEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 50,865 | 98,971 | ||
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (948,081) | (904,085) | (869,091) | (736,073) |
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 746,742 | 739,642 | 659,744 | 1,192,739 |
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (14,144) | (488,921) | 57,936 | 293,102 |
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 132,562 | 38,398 | 311,920 | (24,489) |
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 10,492 | $ 15,982 |