CHEESECAKE FACTORY INC (CAKE)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
CHEESECAKE FACTORY INC · Meeting: May 28, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CAKE's 3-year price return of 89.8% outperforms the company-disclosed peer group median of 26.2% by 63.6 percentage points, which is below the 65-percentage-point threshold required to trigger a vote against under the strong-positive TSR tier; no overboarding, attendance, or independence concerns apply to this executive director.
No TSR underperformance trigger fires; Ms. Ames has deep restaurant industry experience across multiple segments, attends meetings satisfactorily, and holds no excessive outside board seats.
No TSR underperformance trigger fires; Mr. Cappello has extensive financial and executive management background, is designated as an audit committee financial expert, and holds no excessive outside board seats.
No TSR underperformance trigger fires; Ms. Collins has over 35 years of restaurant industry experience and joined in 2021, well within the period of CAKE's strong stock performance.
No TSR underperformance trigger fires; Mr. Gordon joined in 2022 and brings marketing and real estate experience, with no overboarding or attendance concerns disclosed.
No TSR underperformance trigger fires; Mr. Kransdorf has extensive investment management experience and serves as Lead Director, with no overboarding or attendance concerns.
No TSR underperformance trigger fires; Ms. Meyer brings over 31 years of restaurant investment and equity research experience and is designated an audit committee financial expert.
No TSR underperformance trigger fires; Mr. Pittaway has extensive finance, private equity, and restaurant board experience and chairs the Audit Committee as a designated financial expert.
CAKE's 3-year total shareholder return of 89.8% outperforms the company-disclosed compensation peer group median of 26.2% by 63.6 percentage points, falling just below the 65-percentage-point threshold required to trigger votes against directors under the strong-positive TSR tier. All eight nominees pass TSR, attendance, independence, overboarding, and qualifications screens — the full slate receives a FOR vote.
Say on Pay
✓ FORCEO
David Overton
Total Comp
$8,419,852
Prior Support
98.9%%
The CEO's total compensation of $8,419,852 is substantial for a $2.9 billion consumer cyclical company, but 88% of his target pay is variable and performance-linked, well above the 50-60% threshold the policy requires, and the company's 3-year stock return of 89.8% strongly outperforms the peer group median of 26.2%, meaning above-target incentive pay is clearly justified by shareholder outcomes. The prior year say-on-pay vote received 98.9% support, signaling near-universal shareholder approval of the program structure. The company maintains a robust clawback policy, stock ownership requirements, anti-hedging rules, and meaningful performance conditions tied to revenue growth, adjusted earnings per share, and controllable profit over a three-year period — all positive governance features.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
8 yrs
Audit Fees
$1,650,439
Non-Audit Fees
$54,221
Non-audit fees (tax fees of $10,000 plus all other fees of $44,221, totaling $54,221) represent approximately 3.3% of audit fees of $1,650,439, well below the 50% threshold that would raise independence concerns. KPMG has served since fiscal 2018 (approximately 8 years), far below the 25-year tenure threshold. No material restatements were identified, and KPMG is a Big 4 firm appropriate for a $2.9 billion market-cap company.
Overall Assessment
The 2026 CAKE annual meeting presents a clean ballot: all eight director nominees pass TSR, attendance, independence, and qualifications screens given the company's strong 3-year stock outperformance versus peers; KPMG's non-audit fees are minimal and tenure is well within policy limits; and the executive pay program earns a FOR on say-on-pay given heavy performance linkage, strong shareholder returns, and near-unanimous prior-year support. No stockholder proposals appear on this year's ballot.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing