UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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☒ Definitive Proxy Statement

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☐ Soliciting Material Pursuant to §240.14a-12

KURA SUSHI USA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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December 11, 2024

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Kura Sushi USA, Inc. (the “Company”) at the offices of the Company at 17461 Derian Avenue, Suite 200, Irvine, CA 92614 on January 23, 2025, at 10:00 a.m., Pacific Time.

The matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement, which you are urged to read carefully.

We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain stockholders on the Internet. On or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to stockholders of record at the close of business on November 26, 2024. At the same time, we provided those stockholders with access to our online proxy materials and filed our proxy materials with the SEC. We believe furnishing proxy materials to our stockholders on the Internet will allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If you have received the Notice, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such materials contained in the Notice.

Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning the enclosed proxy card in the postage-prepaid envelope so that your shares are represented. Your vote will mean that you are represented at the Annual Meeting regardless of whether or not you attend the meeting. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares during the Annual Meeting.

Your continued support of our Company is greatly appreciated.

KURA SUSHI USA, INC.

17461 DERIAN AVENUE, SUITE 200

IRVINE, CALIFORNIA 92614

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Kura Sushi USA, Inc. will be held at the offices of the Company at 17461 Derian Avenue, Suite 200, Irvine, California, on January 23, 2025, at 10:00 a.m., Pacific Time.

The purposes of the meeting are:

1. To elect the five directors named in the Proxy Statement, each to serve until the 2026 Annual Meeting of Stockholders of Kura Sushi USA, Inc. and until his or her successor shall have been duly chosen and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal;

2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending on August 31, 2025;

3. To approve, in a non-binding advisory vote, named executive officer compensation;

4. To recommend, in a non-binding advisory vote, the frequency of future advisory votes on named executive officer compensation; and

5. To transact such other business as may properly come before the meeting or any adjournment or postponement hereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

Stockholders of record at the close of business on November 26, 2024 are entitled to notice of, and to vote at the Annual Meeting and any subsequent adjournments or postponements. A list of these stockholders will be available for inspection for 10 days preceding the Annual Meeting at our offices. If you would like to inspect the list, please contact our Corporate Secretary at our corporate headquarters at 17461 Derian Avenue, Suite 200, Irvine, California 92614, telephone number 657-333-4100, to arrange a visit to our offices. Beginning on or about December 11, 2024, we will send to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) with instructions on how to access our proxy materials over the Internet and how to vote. The Notice contains instructions on how to access the Proxy Statement, our fiscal year 2024 Annual Report on Form 10-K and the form of proxy on the Internet, as well as instructions on how to request a paper copy of the proxy materials.

It is important that your common stock be represented at the Annual Meeting whether or not you are personally able to attend. Our proxy tabulator, Broadridge Financial Solutions, Inc., must receive your proxy card no later than 11:59 p.m., Eastern Time on January 22, 2025.

Irvine, California

December 11, 2024

Whether or not you expect to attend the meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return the accompanying proxy in the enclosed postage-paid envelope so that your shares may be represented at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JANUARY 23, 2025: THIS PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT www.proxyvote.com.

KURA SUSHI USA, INC.

Proxy Statement

For the Annual Meeting of

Stockholders To Be Held on January 23, 2025

TABLE OF CONTENTS

KURA SUSHI USA, INC.

17461 DERIAN AVENUE, SUITE 200

IRVINE, CALIFORNIA 92614

PROXY STATEMENT

THE MEETING

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Kura Sushi USA, Inc., a Delaware corporation (the “Company”), for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the offices of the Company at 17461 Derian Avenue, Suite 200, Irvine, CA 92614 on January 23, 2025, at 10:00 a.m., Pacific Time. The Notice of Internet Availability of Proxy Materials was first furnished to stockholders on or about December 11, 2024. An Annual Report on Form 10-K for the year ended August 31, 2024 (“Annual Report”) is enclosed with this Proxy Statement. An electronic copy of this Proxy Statement and Annual Report are available at www.proxyvote.com.

Voting Rights, Quorum and Required Vote

Only holders of record of our Class A and Class B common stock at the close of business on November 26, 2024, which is the record date, will be entitled to vote at the Annual Meeting. At the close of business on November 26, 2024, we had 12,060,751 shares of common stock outstanding and entitled to vote, of which 11,060,701 shares were Class A common stock and 1,000,050 shares were Class B common stock. On all matters to be voted on by stockholders, holders of our Class A common stock are entitled to one vote per share while holders of our Class B common stock are entitled to ten votes per share. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters described in this Proxy Statement.

A quorum is required for our stockholders to conduct business at the Annual Meeting. The holders of a majority in voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business; provided that, where a separate vote by a class or series is required, the holders of a majority in voting power of all issued and outstanding stock of such class or series entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. Abstentions and “broker non-votes” (described below) will be counted in determining whether there is a quorum.

For Proposal No. 1—Election of Directors, directors will be elected by the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting and with respect to the matter on which the vote is taken, present in person or represented by proxy. With respect to each director nominee, abstentions will count the same as votes against the election of such director nominee. This proposal is a discretionary item and, thus, brokers that do not receive instructions from beneficial owners may vote your shares in their discretion. Therefore, there will be no broker non-votes on this proposal. Stockholders do not have the right to cumulate their votes for the election of directors.

For Proposal No. 2—Ratification of the Company’s independent registered public accounting firm, the proposal will be approved by the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting and with respect to the matter on which the vote is taken, present in person or represented by proxy. With respect to this proposal, there will not be broker non-votes and abstentions will count the same as votes against the approval of this proposal.

For Proposal No. 3—Approval, in a non-binding advisory vote, of named executive officer compensation., the proposal will be approved by the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting and with respect to the matter on which the vote is taken, present in person or represented by proxy. Abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the outcome of the proposal.

For Proposal No.4—Recommendation, in a non-binding advisory vote, the voting frequency (i.e., “one year”, “two years”, or “three years”) receiving the affirmative “for” vote of the greatest amount of voting power of the stock entitled to vote at the Annual Meeting, present in person or represented by proxy, will be the frequency recommended, on an advisory basis, by our stockholders. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Voting Your Shares

If you are a registered holder, meaning that you hold our stock directly (not through a bank, broker or other nominee), you may vote in person at the Annual Meeting or vote by completing, dating and signing the accompanying proxy and promptly returning it in the enclosed envelope, by telephone, or electronically through the Internet by following the instructions included on your proxy card. All signed, returned proxies that are not revoked will be voted in accordance with the instructions contained therein. Signed proxies that

give no instructions as to how they should be voted on a particular proposal at the Annual Meeting will be counted in accordance with the recommendations of the Board (“for” all director nominees identified in Proposal No. 1, “for” each of Proposal No. 2 and 3, and “one year” for Proposal No. 4).

If your shares are held through a bank, broker or other nominee, you are considered the beneficial owner of those shares. You may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided by that nominee. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. If you do not provide voting instructions to your broker in advance of the Annual Meeting, Nasdaq Stock Market rules grant your broker discretionary authority to vote on “routine” proposals. Where a proposal is not “routine,” a broker who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal, and the unvoted shares are referred to as “broker non-votes.” Among the proposals to be voted on at the Annual Meeting, Proposal No. 2 is deemed “routine.” Proposals No. 1, 3 and 4 are not “routine” proposals.

In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the Chairman of the Annual Meeting may adjourn the Annual Meeting to permit further solicitations of proxies.

The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting via the telephone or Internet should understand that there may be costs associated with telephonic or electronic access, such as usage charges from telephone companies and Internet access providers, that must be borne by the stockholders.

Expenses of Solicitation

The expenses of any solicitation of proxies to be voted at the Annual Meeting will be paid by the Company. Following the original mailing of the proxies and other soliciting materials, the Company and its directors, officers or employees (for no additional compensation) may also solicit proxies in person, by telephone or email. Following the original mailing of the proxies and other soliciting materials, the Company will request that banks, brokers and other nominees forward copies of the proxy and other soliciting materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies. We will reimburse banks, brokers and other nominees for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.

Revocability of Proxies

Any person submitting a proxy has the power to revoke it prior to the Annual Meeting or at the Annual Meeting. A proxy may be revoked by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy that is submitted via telephone or Internet no later than 11:59 p.m. Eastern Time (ET) on January 22, 2025, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, or by attendance at the Annual Meeting and voting in person electronically. In order for beneficial owners to change any of your previously provided voting instructions, you must contact your bank, broker or other nominee directly.

Delivery of Documents to Stockholders Sharing an Address

We have adopted a procedure approved by the Securities and Exchange Commission (“SEC”) called “householding” under which multiple stockholders who share the same address will receive only one copy of the Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials, as applicable, unless we receive contrary instructions from one or more of the stockholders. If you wish to opt out of householding and receive multiple copies of the proxy materials at the same address, you may do so by notifying us by telephone at (657) 333-4100, by email at investor@kurausa.com, or by mail at Kura Sushi USA, Inc. at 17461 Derian Avenue, Suite 200, Irvine, California 92614, and we will promptly deliver the requested materials. You also may request additional copies of the proxy materials by notifying us by telephone or in writing at the same telephone number, email address, or address. Stockholders with shares registered in the name of a brokerage firm or bank may contact their brokerage firm or bank to request information about householding.

Beginning on or about December 11, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote. If you received a notice and would prefer to receive paper copies of the proxy materials, you may notify us by telephone, email or mail at the telephone number, email address and mailing address provided above.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

The Company’s Board of Directors is presently comprised of six members. These directors are elected by the stockholders at each annual meeting to serve until the next annual meeting following their election. The Company’s current Board of Directors consists of Shintaro Asako, Treasa Bowers, Kim Ellis, Seitaro Ishii, Carin L. Stutz and Hajime Uba. Seitaro Ishii will not be standing for re-election at the Annual Meeting, at which time his term as a director will expire, and the size of the Board will decrease to five members. The Company thanks Mr. Ishii for his years of service. The remaining directions will stand for re-election at the Annual Meeting.

Each of the nominees for election is currently a director of the Company. If elected at the Annual Meeting, each of the nominees would serve until the next annual meeting and until his or her successor shall have been duly chosen and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. If any of the nominees are unable or unwilling to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the stockholders may vote for a substitute nominee chosen by the present Board to fill the vacancy. In the alternative, the stockholders may vote for just the remaining nominees, leaving a vacancy that may be filled at a later date by the Board. Alternatively, the Board may reduce the size of the Board.

The names of the nominees for election as directors at the Annual Meeting, and certain information about them, including their ages as of December 11, 2024, are included below.

Nominees for Election as Directors

Shintaro Asako has served as a member of our Board of Directors since the completion of our initial public offering on August 5, 2019. He is a general partner of Delight Ventures, a Japanese Venture Capital Firm specializing in making investments to early-stage startups, where he has served in such capacity since May 2022. He is also the founder and Chief Executive Officer of Bulldog Advisory Inc., a California professional firm specializing in board and executive consultation services since August 2019. From 2011 to July 2019, he served in various management capacities with DeNa Co., Ltd., a developer of mobile game and online services, including as Chief Financial Officer and regional Chief Executive Officer & Chief Financial Officer of its western operations. From 2006 through 2011, Mr. Asako served as the Chief Financial Officer at MediciNova, Inc. Prior to his services with MediciNova, Inc., Mr. Asako held various positions at KPMG LLP and Arthur Andersen LLP, providing a variety of audit, tax, and business consulting services to multinational clients. Mr. Asako currently serves on various public and private company boards of directors, including 7-Eleven, Inc., Uzabase, Inc., and TYPICA Holdings, Inc. Mr. Asako holds a Bachelor of Science from the University of Southern California Leventhal School of Accounting and is a certified public accountant from the state of California. Mr. Asako possesses strong knowledge and experience in financial management, strategic planning as well as background in regulations for publicly listed companies both in the United States and Japan, making him qualified to serve as a member of our Board of Directors.

Treasa Bowers has served as a member of our Board of Directors since July 2024. She is the Executive Vice President and Chief Human Resources Officer for 7-Eleven, Inc, where she leads the company’s talent strategy, overseeing talent acquisition, talent management, training and development, total rewards and employee relations. Ms. Bowers currently serves on CSN’s Diversity and Inclusion Advisory Board, as well as the Boards of Directors of Scholarship America and the Global Leadership Enhancement and Mentoring Network. Ms. Bowers is a graduate of the Human Resources Institute at Villanova University and received a Bachelor of Science degree in business administration and management from Kennedy-Western University. Ms. Bowers has significant leadership and talent management experience, and strong knowledge in the retail industry that provide her with the qualifications and skills to serve as a member of our Board of Directors.

Kim Ellis has served as a member of our Board of Directors since December 2019. She most recently served as Chief Development Officer for Scooter’s Coffee from January 2023 through June 2024 and Senior Vice President Real Estate Development for Black Rifle Coffee Company LLC from August 2021 to June 2022, Senior Vice President Development for GameStop Corp. from February 2020

to August 2021, Chief Development Officer for iFLY Indoor Skydiving from September 2018 to August 2019, as Chief Development Officer for Piada Italian Street Food from August 2015 to January 2018, and as Senior Vice President of Development for Regis Corporation from 2011 to 2014. From 2006 to 2011, Ms. Ellis served as Executive Vice President of Development for Panda Restaurant Group, where she led the company’s growth and development endeavors and was instrumental in expanding the Panda Express brand by over 630 locations. Ms. Ellis is an active Member of the Board of Trustees of the International Council of Shopping Centers. Ms. Ellis’ over 40 years of development experience leading the growth of various retail and restaurant companies provide her with the qualifications and skills to serve as a member of our Board of Directors.

Carin L. Stutz has served as a member of our Board of Directors since December 2021. Ms. Stutz was the President and Chief Executive Officer of Native Foods, a 100% plant-based fast casual eatery from October 2019 to March 2023. Previously, she served as Executive Vice President and Chief Operating Officer for Red Robin Gourmet Burgers, Inc. where she led operations for the casual dining chain. During her tenure, she realigned the operations team for improved efficiency, resulting in the Company’s improved P&L. Before joining Red Robin, Ms. Stutz served at FOCUS Brands LLC as President of the McAlister’s Deli brand and positioned the brand for rapid growth, moving from nine openings to more than 44 openings per year, including franchise development. Prior to FOCUS Brands LLC, Ms. Stutz served in various leadership capacities, including President and Chief Executive Officer at Cosi bakery-café, President of Global Business Development at Brinker International, Inc., Executive Vice President of Operations at Applebee’s International, Inc. and Division Vice President at Wendy’s International, Inc. Ms. Stutz currently serves on the board of directors of Hawaiian Bros and is an active member of the Fast Casual Industry Council, the Illinois Restaurant Association Board, and most recently, a founding member of the GLEAM Network Board of Directors. Ms. Stutz has extensive experience in the restaurant industry, as well as a strong experience in team development and brand differentiation, that provider her with the qualifications and skills to serve as a member of our Board of Directors.

Hajime “Jimmy” Uba has served as President and Chief Executive Officer of the Company since 2008 and also served as interim Chief Operating Officer from August 2020 through July 2021. Mr. Uba became a member of our Board of Directors in October 2017. Mr. Uba joined the Company’s majority stockholder, Kura Sushi, Inc. (“Kura Japan”), in 2000 and in 2008 was selected to establish and grow the Company. From 2004 to 2008, Mr. Uba headed operations for Kura Japan, where he oversaw operations for Eastern and Western Japan. During this time, Mr. Uba was responsible for the expansion of the Kura brand into Eastern Japan and managed over 100 restaurants. From 2000 to 2004, Mr. Uba spent three years as a restaurant manager and one year as a regional manager. During his tenure, Kura Japan grew from approximately 30 to 180 restaurant locations. He holds a Bachelor of Arts from Kansai University in Japan. Mr. Uba possesses extensive knowledge of all facets of our business and operations, as well as a deep understanding of our history and culture, making him qualified to serve as a member of our Board of Directors.

Vote Required

Directors will be elected by the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting and with respect to the matter on which the vote is taken, present in person or represented by proxy. With respect to each director nominee, abstentions will count the same as votes against the election of such director nominee. Broker non-votes will have no effect on the outcome of the election of the nominees. Stockholders do not have the right to cumulate their votes for the election of directors.

BOARD MATTERS

Family Relationships

There are no family relationships among any of our directors or executive officers.

Corporate Governance and Board Structure

Our Board of Directors currently consists of six members, of which five are standing for re-election. Our amended and restated certificate of incorporation provides that our Board of Directors shall consist of at least three directors but not more than eleven directors and the authorized number of directors may be fixed from time to time by resolution of our Board of Directors. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the first annual meeting following election. The authorized number of directors may be changed by resolution of the Board of Directors. Vacancies on the Board of Directors can be filled by resolution of the Board of Directors. Hajime Uba serves as the Chairman of our Board of Directors. Based on the corporate governance rules of the Nasdaq Stock Market, Mr. Asako, Ms. Bowers, Ms. Ellis, Mr. Ishii and Ms. Stutz are independent directors.

In evaluating a director candidate’s qualifications, we will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance our ability, as well as the ability of our Board’s committees, to manage and direct our affairs and business. In addition, our corporate governance guidelines require our Board of Directors to consider diversity in identifying potential director nominees with a diverse mix of experience, qualifications, attributes or skills, including, but not limited to, work experiences, military service, geography, age, gender, race, ethnicity, disability, sexual orientation and other distinctions between directors. In addition, any search firm engaged to assist our Board of Directors to identify candidates for nomination to the Board of Directors will be specifically directed to include diverse candidates generally, and multiple women candidates in particular. Annually, the Board of Directors will review and assess the effectiveness of its diversity initiative. Our directors hold office until the earlier of their death, resignation, retirement, disqualification or removal or until their successors have been duly elected and qualified.

The following table provides certain information regarding the diversity of our board of directors.

Board Committees

Our Board of Directors had two standing committees during fiscal year 2024: an Audit Committee and a Compensation Committee. Each of the committees report to the Board of Directors as they deem appropriate, and as the Board of Directors may request. In the future, our Board of Directors may establish other committees, as it deems appropriate, to assist it with its responsibilities. As a “controlled company” for the purposes of the Nasdaq Stock Market, we are exempted from the requirement that we have a Nominating and Corporate Governance Committee that is composed entirely of independent directors. As of September 1, 2024, we established a Nominating Committee.

Each existing committee has the composition, duties and responsibilities described below.

Audit Committee

Our Audit Committee provides assistance to the Board of Directors in fulfilling its oversight responsibilities regarding the integrity of financial statements, our compliance with applicable legal and regulatory requirements, the integrity of our financial reporting processes including its systems of internal accounting and financial controls, independent accountants and our financial policy matters by approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The Audit Committee also oversees the audit efforts of our independent accountants and takes action as it deems necessary to satisfy itself that the accountants are independent of management. The Audit Committee held four meetings in fiscal year 2024.

Our Audit Committee consists of Mr. Asako, Ms. Bowers, Mr. Ishii and Ms. Stutz. Our Board of Directors has affirmatively determined that Mr. Asako, Ms. Bowers, Mr. Ishii and Ms. Stutz meet the definition of “independent directors” for the purposes of serving on an Audit Committee under applicable SEC and Nasdaq Stock Market rules. In addition, Mr. Asako qualifies as our “audit committee financial expert,” as such term is defined in Item 407 of Regulation S-K. Our Board of Directors adopted a written charter for the Audit Committee, which is available on our corporate website at www.kurasushi.com.

Compensation Committee

The Compensation Committee oversees our overall compensation structure, policies and programs, and assesses whether our compensation structure establishes appropriate incentives for officers and employees. The Compensation Committee reviews and approves corporate goals and objectives relevant to compensation of our chief executive officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, sets the compensation of these officers based on such evaluations and reviews and recommends to the Board of Directors any employment-related agreements, any proposed severance arrangements or change in control or similar agreements with these officers. The Compensation Committee also grants stock options and other awards under our stock plans. The Compensation Committee will review and evaluate, at least annually, the performance of the Compensation Committee and its members and the adequacy of the charter of the Compensation Committee. The Compensation Committee held three meetings in fiscal year 2024.

Our Compensation Committee consists of Mr. Asako, Ms. Bowers, Ms. Ellis and Mr. Ishii. As a controlled company, we may rely upon the exemption from the requirement that we have a Compensation Committee composed entirely of independent directors, although our Board of Directors has affirmatively determined that Mr. Asako, Ms. Bowers, Ms. Ellis and Mr. Ishii meet the definition of “independent directors” for purposes of serving on a Compensation Committee under applicable Nasdaq Stock Market rules. Our Board of Directors adopted a written charter for the Compensation Committee, which is available on our corporate website at www.kurasushi.com.

Nominating Committee

The Nominating Committee oversees the Company’s director nominations process and procedures, oversight of the Board of Directors and board committee assessment process and any related matters. The Nominating Committee determines the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director, as well as identifies individuals qualified to become members of the Board and makes recommendations to the Board if a vacancy on the Board occurs. The Nominating Committee also reviews qualifications and independence of directors and oversees the succession planning process. The Nominating Committee will review and evaluate, at least annually, the performance of the Nominating Committee and its members and the adequacy of the charter of the Nominating Committee. The Nominating Committee was established in September 2024.

Our Nominating and Corporate Governance Committee consists of Mr. Asako, Ms. Bowers and Ms. Stutz. Our Board of Directors has affirmatively determined that Mr. Asako, Ms. Bowers and Ms. Stutz meet the definition of “independent directors” for the purposes of serving on the Nominating and Corporate Governance Committee under applicable SEC and Nasdaq Stock Market rules. Our Board of Directors adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate website at www.kurasushi.com.

Risk Oversight

Our Board of Directors is currently responsible for overseeing our risk management process. Our Board of Directors focuses on our general risk management strategy and the most significant risks facing us and ensures that appropriate risk mitigation strategies are implemented by management. The Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Our Board of Directors does not have a standing risk management committee, but rather we administer this oversight function directly through our Board of Directors as a whole, as well as through various standing committees of our Board of Directors that address risks inherent in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure, our Audit Committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, and our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage unnecessary risk-taking. In addition, our Audit Committee considers and approves or disapproves any related party transactions.

Our management is responsible for day-to-day risk management. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

Risk and Compensation Policies

We have analyzed our compensation programs and policies and have determined those programs and policies are not reasonably likely to have a material adverse effect on us. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs for executive officers, as well as the multi-year vesting schedules for equity awards encourage employees to maintain both a short-term and a long-term view with respect to Company performance.

Leadership Structure of the Board of Directors

The positions of Chairman of the Board and Chief Executive Officer are presently the same person. As our amended and restated bylaws and corporate governance guidelines do not require that our Chairman and Chief Executive Officer positions be separate, our Board of Directors believes that having both positions be held by the same person is the appropriate leadership structure for us at this time. In addition, we currently have a separate lead independent director. Our lead independent director is Mr. Asako. In that role, he coordinates the activities of the independent directors, chairs executive sessions of the independent directors, and serves as the principal liaison between management and the independent directors of the Board. We do not have a formal policy regarding having a separate lead independent director.

As of the date of this Proxy Statement, we have determined that the leadership structure of our Board of Directors has permitted our Board of Directors to fulfill its duties effectively and efficiently and is appropriate given the size and scope of our Company and its financial condition.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee has ever been an officer or employee of the Company. None of our executive officers currently serves or in fiscal year 2024 has served as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer and those officers and employees responsible for financial reporting. The full text of our code of business conduct and ethics is posted on the investor relations section of our website at www.kurasushi.com. We intend to disclose future amendments to our code of business conduct and ethics, or any waivers of their provisions that we grant to our directors or executive officers on our website.

Director Compensation

The following is a summary of the structure of our Board compensation program design.

Each non-employee director receives an annual cash retainer and an annual grant of restricted stock units (“RSUs”) for board service, and if such non-employee director serves as a committee chair or a lead independent director, an additional annual cash retainer for such committee chair or lead independent director service. The Board has currently fixed the cash retainer for board service at $50,000 per year, the cash retainer for service as a committee chair at $20,000 to $25,000 per year and the cash retainer for service as a lead independent director at $20,000 per year. Each non-employee director has received annual RSUs issued under the 2018 Incentive Compensation Plan with the value of approximately $50,000 on the grant date. Such grants have the other terms provided for in the

2018 Incentive Compensation Plan and the award agreement providing for such grant. A director who is also an employee, such as Mr. Uba, has not and will not receive any compensation for service as a director.

Directors have been and will continue to be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors, including expenses incurred in attending board meetings. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws, as well as the protection provided by director and officer liability insurance provided by us.

The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ended August 31, 2024.
 

(1) Each non-employee director that served a full term was granted RSUs on February 1, 2024. The amounts reported in the “Stock Awards” column represent the grant date fair value of 509 RSUs for directors that served a full term computed in accordance with FASB ASC Topic 718.

(2) Treasa Bowers, who was appointed to serve as an independent member of the Board of Directors effective July 9, 2024, was granted stock options and RSUs on July 9, 2024. The amounts reported in the “Stock Awards” column represent 470 RSUs computed in accordance with FASB ASC Topic 718 and the amounts reported in the “Option Awards” column represent the grant date fair value of 2,000 stock options.

Board Meetings

During fiscal year 2024, the Board of Directors held six meetings and acted through two unanimous written consents. No director attended less than 75% of the aggregate of (i) the total number of meetings of the Board held during the time in which such director was a member of the Board and (ii) the total number of meetings held by all committees of the Board on which such director served during the period such director served as a member of such committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of any class of our common stock as of November 26, 2024 for:

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership in the following table is based on 12,060,751 shares of common stock outstanding as of November 26, 2024 (of which 11,060,701 shares were Class A common stock and 1,000,050 shares were Class B common stock), unless otherwise indicated in the footnotes below. In computing the number of shares of common stock beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all shares of common stock subject to options, RSUs or other convertible securities held by that person or entity that are currently exercisable or expected to vest or become exercisable within 60 days of November 26, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Kura Sushi USA, Inc. at 17461 Derian Avenue, Suite 200, Irvine, California 92614.

As of November 26, 2024, Kura Japan beneficially owned 1,000,050 shares of Class B common stock, which represented 100% of the outstanding shares of Class B common stock on that date. Class B common stock has the same rights as the Class A common stock except for (i) certain conversion rights and (ii) on all matters to be voted on by stockholders, holders of our Class A common stock are entitled to one vote per share while holders of our Class B common stock are entitled to ten votes per share.

* Indicates ownership of less than one percent.

(1) The principal business address of Kura Japan is 1-2-2 Fukasaka, Naka-ku, Sakai-shi, Osaka 599-8253, Japan. Kunihiko Tanaka is the President of Kura Japan, and in such capacity has voting and investment control over the equity interests held by Kura Japan. Mr. Tanaka disclaims beneficial ownership of the equity interests held by Kura Japan.

(2) Information regarding share ownership was obtained from the Schedule 13G/A filed jointly by FMR LLC and Abigail P. Johnson on August 9, 2024. The principal business address of FMR LLC is 245 Summer Street, Boston, Massachusetts, 02210. The entities reported their beneficial ownership as follows: (i) FMR LLC has sole voting power over 1,161,079 shares and shared dispositive power over 1,163,903 shares; (ii) Abigail P. Johnson has shared dispositive power over 1,163,903 shares.

(3) Information regarding share ownership was obtained from the Schedule 13G/A filed jointly by Stephens Inc., SI Holdings Inc., Stephens Financial Services LLC and Warren A. Stephens on February 14, 2024. The principal business address of Stephens Inc., et al. is 111 Center Street, Little Rock, Arkansas 72201. The entities reported their beneficial ownership as follows: (i) Stephens Inc. has sole voting power over 891,094 shares and shared dispositive power over 913,529 shares; (ii) SI Holdings Inc. has sole voting power over 891,094 shares and shared dispositive power over 913,529 shares; (iii) Stephens Financial Services LLC has sole voting power over 891,094 shares and shared dispositive power over 913,529 shares; and (iv) Warren A. Stephens has sole voting power over 891,094 shares and shared dispositive power over 913,529 shares.

(4) Information regarding share ownership was obtained from the Schedule 13G/A filed jointly by Jerry N. Carr and Rebecca C. Carr on February 13, 2024. The principal business address of Jerry N. Carr is 19422 Meta Road, P.O. Box 2579, Cornelius, North Carolina, 28031. The entities reported their beneficial ownership as follows: (i) Jerry N. Carr has shared voting and dispositive power over 600,000 shares; (ii) Rebecca C. Carr has shared voting and dispositive power over 600,000 shares.

(5) Includes options to purchase shares of Class A common stock exercisable within 60 days of November 26, 2024 of the following amounts for each applicable person in the table: 1,250 for Ms. Petokas, 188 for Ms. Stutz, and 1,370 for Mr. Uttz. No RSUs are expected to vest into shares of Class A common stock within 60 days of November 26, 2024.

EXECUTIVE OFFICERS

The following set forth information regarding the executive officers of the Company as of December 11, 2024:
 

Hajime “Jimmy” Uba has served as President and Chief Executive Officer of the Company since 2008 and also served as interim Chief Operating Officer from August 2020 through July 2021. Mr. Uba became a member of our Board of Directors in October 2017. Mr. Uba joined the Company’s majority stockholder, Kura Japan, in 2000 and in 2008 was selected to establish and grow the Company. From 2004 to 2008, Mr. Uba headed operations for Kura Japan, where he oversaw operations for Eastern and Western Japan. During this time, Mr. Uba was responsible for the expansion of the Kura brand into Eastern Japan and managed over 100 restaurants. From 2000 to 2004, Mr. Uba spent three years as a restaurant manager and one year as a regional manager. During his tenure, Kura Japan grew from approximately 30 to 180 restaurant locations. He holds a Bachelor of Arts from Kansai University in Japan.

Jeffrey Uttz has served as Chief Financial Officer of the Company since October 2022. Mr. Uttz served as Chief Financial Officer for Shake Shack Inc. for a period of four years where he was instrumental in preparing Shake Shack Inc. for its initial public offering in 2015. As Chief Financial Officer at Shake Shack Inc., Mr. Uttz was involved in opening 45 new restaurants and partnered cross-functionally with operations, real estate, marketing, human resources, and supply chain teams. Prior to his tenure at Shake Shack Inc., Mr. Uttz served as Executive Vice President and Chief Financial Officer of Yard House USA, Inc., an American sports bar chain, for a period of 12 years. At Yard House USA, Inc., Mr. Uttz established the finance infrastructure to support the organization and was also actively engaged in every real estate transaction as a member of the real estate team. Prior to his tenure at Yard House USA, Inc., Mr. Uttz held several financial leadership positions at CKE Restaurants Inc. Mr. Uttz started his career at the public accounting firm KPMG LLP .

Shahin Allameh has served as Chief Operating Officer of the Company since July 2021. Previously, Mr. Allameh served as Chief Operating Officer of Luna Grill from 2015, a California-based fast casual concept, where he helped grow the brand from 16 to 49 locations. Prior to his tenure at Luna Grill, Mr. Allameh was the Director of Operations at Umami Burger from 2013 to 2015. During his tenure there, he not only revamped the company’s procedures and guidelines, including a reorganization of the new unit opening team within the training department, but also successfully opened 13 locations within two years in new markets. Before joining Umami, Mr. Allameh was a Senior Director of Operations at Arby’s, where he led 38 company-owned Arby’s locations and worked closely with senior leadership on testing and product rollout. Previously, he was the Director of Operations and Franchise at Fili Enterprises, Inc, the owner of Daphne’s Greek Café restaurant brand. Mr. Allameh began his professional career as a General Manager and then District Manager at Sbarro, Inc.

Robert Kluger has served as Chief Development Officer of the Company since May 2020. Most recently, Mr. Kluger served for four years as Senior Vice President of Development and Vice President of Real Estate for Blaze Pizza, LLC, a fast casual artisan pizza brand with approximately 340 units worldwide. Blaze Pizza added over 200 franchise-operated restaurants during Mr. Kluger’s tenure. Prior to Blaze Pizza, he spend 6 years at Panera Bread, the largest bakery-café concept in the U.S. also with a presence in Canada, as their Senior Development Manager. During his first 3 years at Panera Bread, Mr. Kluger rapidly grew Panera Bread’s footprint in Southern California opening both company and franchise operated bakery-cafés, then in his last 3 years was charged with leading franchise development nationwide. During Mr. Kluger’s tenure, Panera Bread opened approximately 800 bakery-cafes. Previously, he spent 12 years at Panda Restaurant Group and held various roles including Vice President of Real Estate. Panda Restaurant Group, parent to Panda Express, Panda Inn and Hibachi San is the largest quick service Chinese restaurant chain in the U.S. and internationally. Mr. Kluger was charged with growing Panda Express in traditional and non-traditional venues across the United States. Panda Express opened approximately 1,300 restaurants during Mr. Kluger’s tenure. Mr. Kluger started his career in field operations and a corporate capital planner and financial analyst at The Vons Companies Inc., at the time the largest grocery chain in Southern California with over 300 units and $5 billion in total sales.

Arlene Petokas has served as Chief People Officer of the Company since October 2021. Arlene brings over twenty years of human resources experience, with over a decade spent at quick-service restaurant companies. Her previous positions include Human Resources Director at Del Taco, LLC, and VP of Human Resources at both BLD Brands, LLC, and CKE Restaurant Holdings Inc., which owns Carl’s Jr., Hardee’s Green Burrito, and Red Burrito. She most recently was the Vice President and Chief People Officer for Farmer Boys®, the farm-fresh, fast-casual concept known for its award-winning burgers and exceptional service, She attended the University

of California at Los Angeles. She is a member of the Professionals in Human Resources Association in California. She is currently a member of the Society for Human Resources where she obtained her human resource certifications.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) explains our strategy, design, and decision-making related to our compensation programs and practices for our Named Executive Officers (“NEOs) for the fiscal year 2024. This CD&A also explains how the compensation of our NEOs aligns with the interests of our stockholders and is intended to provide perspective on the compensation information contained in the tables that follow this discussion.
 

Executive Summary

2024 Company Performance Highlights

Fiscal year 2024 required us to continue operating in a challenging environment shaped by the impact of continued inflation and an execution of our long-term strategy. Our significant strategic and operating achievements for fiscal 2024, which support our objectives for continued growth, efficiency in operations and creating an exceptional workplace culture, are highlighted below:

2024 Executive Compensation Highlights

Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term equity incentives drive our NEOs to focus on long-term sustainable stockholder value creation. Based on our performance and consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for fiscal 2024:

Stockholder Say-on-Pay Vote

On August 31, 2024, we exited “emerging growth company” status as defined in the Jumpstart Our Business Startups Act. As such, our stockholders will have their first opportunity to cast a non-binding advisory vote to approve our executive compensation at the Annual

Meeting. In the future, we intend to consider the outcome of such say-on-pay votes when making compensation decisions regarding our executive compensation. Following the vote at the Annual Meeting and depending on the outcome of Proposal No. 4 (regarding the frequency of future say-on-pay votes), our next say-on-pay vote is expected to occur at our 2026 annual meeting of stockholders.

Best Compensation Practices and Polices

The Company has adopted a compensation governance framework that includes the components described below, each of which the Compensation Committee believes reinforces the Company’s executive compensation philosophy.
 

What Guides Our Program

Executive Compensation Objectives

Our executive compensation practices are intended to be straightforward, transparent and reflective of strong corporate governance. The Compensation Committee believes the compensation structure is aligned with the following key objectives:
 

Elements of Compensation

Our executive compensation program includes the following components, which support our compensation philosophy and objectives:

Pay Mix

The executive compensation program uses a mix of fixed and variable pay, with an emphasis on variable pay. The program is structured to create a meaningful balance between achieving strong short-term annual results while ensuring long-term viability and success. Therefore, the mix of incentives is reviewed and determined regularly by the Compensation Committee based on the short- and long-term objectives of the business. The charts below show the target annual total direct compensation of our CEO and our other NEOs for fiscal 2024. These charts illustrate that a majority of executive compensation is variable (58% for our CEO and an average of 50% for our other NEOs).

The Decision-Making Process

Role of the Compensation Committee. The Compensation Committee of the Board (“Compensation Committee”) has the responsibility for establishing, implementing, and continually monitoring adherence to our compensation philosophy. The goal of the Compensation Committee is to ensure that the total compensation paid to our executive officers is fair, competitive, and properly structured to attract and retain talent and align management’s interests with those of our stockholders. The Compensation Committee reviews the performance of our NEOs and other key employees and reports to the Board of Directors. In such capacity, the Compensation Committee administers our executive compensation program, reviews our policies and monitors the performance and compensation of the NEOs and other key employees. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at our website at https://ir.kurausa.com/governance/overview . The Compensation Committee review and determine, or recommend to the Board for determination of, the compensation of the CEO and other NEOs.

The Role of Management. Members of our management team attend regular Compensation Committee meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. Only the Compensation Committee members can vote on decisions regarding NEO compensation. The CEO reviews his recommendations pertaining to the compensation of the other NEOs with the Compensation Committee— providing management input, transparency, and oversight. The CEO does not participate in the deliberations of the Compensation Committee regarding his own compensation. Independent members of the Board make all final determinations regarding the CEO and other NEOs’ compensation.

Role of the Independent Compensation Consultant. The Compensation Committee has engaged Pearl Meyer as its independent executive compensation consultant. Pearl Meyer provides analysis and recommendations regarding market pay data and competitive-position benchmarking, peer group development, performance measures and goals program structure, incentive and equity plan design, and the regulatory environment and Company policies as they relate to executive compensation. Pearl Meyer also reviews compensation goals and priorities with our CEO as part of providing advice and recommendations for the Compensation Committee. Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules.

Competitive Pay Positioning and the Peer Group. The Compensation Committee, in collaboration with our management, reviews market data related to pay practices among comparable companies but does not target specific market positioning when determining compensation for the NEOs. Rather, the Compensation Committee uses comparative market data as one of several factors when making individual compensation decisions. Actual pay levels can be above or below the targeted levels depending on factors such as experience, individual or company performance, tenure, employee potential, unique skills, criticality of the position to the Company and other factors. In general, the Compensation Committee desires to balance general internal and external equity and reserve the right to use discretion to deviate when necessary to recruit employees and/or retain the right talent.

As part of its compensation review process for fiscal 2024, the Compensation Committee reviewed an analysis prepared by its independent compensation consultant of market pay practices for positions similar to our NEOs, adjusted to take into account differences if any, between the scope of our NEOs’ responsibilities compared to their counterparts in positions with similar titles in comparable companies. This analysis used pay comparisons from comparable companies in the restaurant and hospitality industry as compiled from proxy disclosures and other SEC filings as well as proprietary survey data.

The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting 2024 compensation levels, in conjunction with the recommendation of Pearl Meyer, the Compensation Committee took into account publicly-available data for a group of peer companies (the “2024 Compensation Peer Group”) listed below along with industry specific survey data, where appropriate. Selection criteria for determining/reviewing the 2024 Compensation Peer Group, used to establish the competitive market for the NEOs, generally include companies that are in the same or similar lines of business (i.e., restaurants, hotels and leisure), compete for the same customers with similar products and services, and have comparable financial characteristics (i.e., revenues ranging between $138 million and $12.2 billion and market capitalization between $30 million and $4.0 billion).

2024 Executive Compensation Program in Detail

Base Salary

Base salaries provide our NEOs with a degree of financial certainty and stability. They are determined by the Compensation Committee and administered to reflect the individual named executive officer’s career experience, individual performance, overall Company performance, as well as the market data as compared to the peer group. The Committee reviews base salaries each year, and may make periodic adjustments in response to changes in job scope, prevailing market levels or other factors. During its annual review of base salaries, the Compensation Committee also considers the recommendations of our CEO, except with respect to his own compensation. For 2024 and 2023, annual base salary rates were as follows:
 

Annual Cash Incentives

The NEOs were granted annual cash performance incentive awards, pursuant to our 2018 Incentive Compensation Plan, which are payable based on our performance against specific financial and strategic objectives. At the beginning of each fiscal year, the Compensation. Committee establishes both the performance objectives and the formula for determining potential annual incentive award payments. Actual awards are payable, if at all, in the first quarter of the fiscal year following the year in which such awards were earned, after the Compensation Committee certifies performance relative to the pre-established objectives.

2024 Target Award Opportunities. Annual incentive targets are expressed as a percentage of base salary and based on market data, internal equity, and size and scope of job responsibilities. Actual awards may range from zero to 150% of target. The Compensation Committee also considers market data in setting target award amounts. Target annual incentive award opportunities for 2024 were as follows:
 

2024 Performance Objectives. An individual NEO’s annual incentive award is based on the following mix of performance metrics:
 

CEO, CFO, COO and CPO

CDO

(1) Adjusted EBITDA is defined as net income (loss) before interest, income taxes and depreciation and amortization, and excluding stock-based compensation expense, non-cash lease expense and asset disposals, closure costs and restaurant impairments, as well as certain items, such as litigation, that we believe are not indicative of our core operating results. For the purpose of Annual Cash Incentives, Adjusted EBITDA performance (both budget and actual performance) excludes bonuses.

2024 Performance Levels & Results. The table below shows the performance necessary to achieve threshold (50% payout), target (100% payout), and maximum (150% payout) award amounts, along with actual results for 2024. Any performance falling below the designated threshold results in no payout to participants. If performance is achieved at a level between threshold and target or between target and maximum, the payout level is determined through straight-line interpolation.
 

(1) Adjusted EBITDA is defined as net income (loss) before interest, income taxes and depreciation and amortization, and excluding stock-based compensation expense, non-cash lease expense and asset disposals, closure costs and restaurant impairments, as well as certain items, such as litigation, that we believe are not indicative of our core operating results. For the purpose of Annual Cash Incentives, Adjusted EBITDA performance (both budget and actual performance) excludes bonuses.

(2) Applies to CDO only. In determining the award amount tied to the signed lease goal, the Compensation Committee took into account the Company’s engagement in five active lease negotiations. Exercising its discretion, the Committee adjusted the performance for the Signed Lease metric to reflect target goal attainment.

2024 Annual Incentive Award Payouts. Based on the results above, the actual annual incentive awards paid to the NEOs for 2024 were as follows:

Long-Term Equity Incentives

Equity-based compensation comprises the most significant component of total executive compensation to align executive compensation with our long-term performance and to encourage executives to make decisions for the benefit of our stockholders. Each of our NEOs is eligible to receive equity compensation, which may consist of a mix of stock options, restricted stock, and restricted stock units, to encourage a focus on long-term stockholder value and to foster long-term retention.

For fiscal year 2024, the Compensation Committee determined that our NEOs would receive the following type of equity awards:

We approach equity compensation grants by considering the overall value of the grant (as opposed to the number of shares granted). Equity grants to all staff members, including NEOs and other executives require approval from the Compensation Committee and, in considering whether to approve such equity grants, the Compensation Committee considers past grants, corporate and individual performance, the valuation of grants, and recommendations of our CEO and the Compensation Committee’s compensation consultant. The Compensation Committee has not established formal guidelines for the size of individual equity grants for our NEOs, but considers the factors listed above as well as market data in making such decisions. The total target award values for 2024 as approved by the Compensation Committee are shown in the table below:

*The number of shares granted as stock options was determined by dividing the target award values by the fair value of our common stock on the business day prior to the award grant date. The number of RSUs granted was determined by dividing the target award values by the closing price of our common stock on the business day prior to the RSU grant date. Values shown in the table above may differ from the values shown in the Summary Compensation Table and Grants of Plan Based Awards Table.

Other Practices, Policies and Guidelines

Stock Ownership Guidelines

The Board believes that our most senior executives (including our NEOs) should hold meaningful equity ownership positions in the Company, in part to align our executives’ interests with those of our stockholders. Effective September 1, 2024, the Board adopted guidelines requiring each executive to hold shares equal to the following multiples of base salary.
 

Executives will have five (5) years from the date of implementation of the stock ownership guidelines to attain the ownership threshold. Executives are required to hold 100% of their net shares from exercised options or vested stock units until they meet their stock ownership requirement. Once the requirement is met, they must continue to hold enough shares to maintain that level. Holdings that satisfy this stock ownership requirement include: (1) shares owned directly or through family members in the same household; (2) shares deliverable from unrestricted stock units; (3) shares underlying stock options that are exercisable and trading above their strike price; (4) shares held in trust for their or their family's benefit; and (5) unexercised stock options generally do not count, except to the extend expressly provided.

Compliance with stock ownership guidelines will be evaluated annually. All of our NEOs are on track to be in compliance with the stock ownership guidelines.

Compensation Recoupment (Clawback) Policy

The Board has adopted the Company’s Policy for Recoupment of Incentive Compensation (“Clawback Policy”), which is designed to comply with Section 10D-1 of the Exchange Act and the applicable listing standards of Nasdaq. The Clawback Policy requires the Company to recoup erroneously awarded incentive-based compensation received by each current or former officer of the Company subject to Section 16 of the Securities Exchange Act of 1934, as amended, including each named executive officer, in the event the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the securities laws. The Clawback Policy generally applies to all cash-based or equity-based incentive compensation, bonus and/or awards received by a covered officer that is or was based, wholly or in part, upon the attainment of any financial reporting measure during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement;

provided that such compensation, bonus and/or award was received on or after October 2, 2023. The Clawback Policy was filed as an exhibit to the Company’s Form 10-K.

Insider Trading Policy

The Board has adopted a Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures and Guidelines With Respect To Certain Transactions in Securities of Kura Sushi USA, Inc. (“Insider Trading Policy”) to assist the Company’s employees and directors in complying with certain securities laws and avoiding even the appearance of improper conduct. A copy of the policy is filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024.

The Insider Trading Policy prohibits our employees, directors, officers, consultants and contractors from engaging in the following transactions involving the Company’s securities: short sales, hedging transactions, short-term trading, transactions in publicly traded options and standing and limit orders.
 

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Our equity awards are generally granted on fixed dates determined in advance. The Compensation Committee’s general practice is to complete its annual executive compensation review and determine target compensation for our executives, which coincides with the Company’s regularly scheduled Board meetings, then such equity awards are granted. Annual equity awards are typically granted to our executives in February of each fiscal year. On limited occasions, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. Our Compensation Committee approves all equity award grants on or before the grant date and does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, the Compensation Committee does not time the release of material nonpublic information based on equity award grant dates.

Payments Upon Termination or Change in Control

None of our NEOs are entitled to receive payments or other benefits upon termination of employment or a change in control, except as provided in the employment agreements described above and the equity acceleration pursuant to the 2018 Incentive Compensation Plan described below.

Retirement Plans

We do not offer or maintain any deferred compensation, retirement, pension or profit-sharing plans to our NEOs other than the plans and arrangements that are available to all employees. We have adopted an equity incentive plan, the material terms of which are described below.

Employee Benefits

All of our full-time employees, including our NEOs, are eligible to participate in health and welfare plans maintained by the Company, including:

Our NEOs participate in these plans on the same basis as other eligible employees. We do not maintain any supplemental health and welfare plans for our NEOs

Nonqualified Deferred Compensation

Our NEOs did not earn any nonqualified deferred compensation benefits from us during fiscal year 2024.

Impact of Tax and Accounting

We regularly consider the various tax and accounting implications of our compensation plans. When determining the amount of long-term incentives and equity grants to executives and employees, the compensation costs associated with the grants are reviewed, as required by FASB ASC Topic 718.

While considering tax deductibility as only one of several considerations in determining compensation, the Committee believes that the tax deduction limitation should not compromise its ability to structure compensation programs that provide benefits to the Company that outweigh the potential benefit of a tax deduction and, therefore, may approve compensation that is not deductible for tax purposes.

Risk and Compensation Policies

We have analyzed our compensation programs and policies and have determined those programs and policies are not reasonably likely to have a material adverse effect on us. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs for executive officers, as well as the multi-year vesting schedules for equity awards encourage employees to maintain both a short-term and a long-term view with respect to Company performance.

Report of the Compensation Committee of the Board of Directors

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (“CD&A”) contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the CD&A be included in this proxy statement and incorporated into the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024.

Members of the Compensation Committee

Seitaro Ishii, Chair

Shintaro Asako

Treasa Bowers

Kim Ellis

The Compensation Committee Report does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference into any Company filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that the Company specifically incorporates the Compensation Committee Report by reference therein.

EXECUTIVE COMPENSATION

The following sets forth all compensation awarded to our named executive officers for the 2022, 2023 and 2024 fiscal years (the “NEOs”).

Summary Compensation Table

The following table sets forth the total compensation that was paid or accrued for the NEOs for the 2022, 2023 and 2024 fiscal years.

(1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to the NEOs during the 2022, 2023 and 2024 fiscal years, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the NEOs upon the exercise of the stock options or any sale of the underlying shares of common stock.

(2) The amounts reported represent the aggregate grant date fair value of the RSUs granted to the NEOs during the 2022, 2023 and 2024 fiscal years. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the NEOs upon any sale of the underlying shares of common stock.

(3) The amounts reported in this column consist of amounts to be paid under annual cash incentive award for services rendered in fiscal years 2022, 2023 and 2024, as discussed above under “2024 Executive Compensation Program in Detail — Annual Cash Incentives.”

(4) Mr. Uttz has served as the Company’s Chief Financial Officer since October 3, 2022.

(5) The amount reported represents a one-time signing bonus pursuant to Mr. Uttz’s employment agreement.

(6) The amount reported includes a one-time grant of RSUs with an aggregate grant date fair value of $99,995 in connection with Mr. Uttz’s hire on October 3, 2022, that was inadvertently not reported in the prior year Summary Compensation Table.

(7) Mr. Kluger has served as the Company’s Chief Development Officer since May 1, 2020. Mr. Kluger’s 2023 and 2022 compensation are not included because he was not a named executive officer in 2023 or 2022.

(8) Ms. Petokas has served as the Company’s Chief People Officer since October 18, 2021. Ms. Petokas’ 2023 and 2022 compensation are not included because she was not a named executive officer in 2023 or 2022.

Narrative Disclosure to Summary Compensation Table

Employment Agreements

Hajime “Jimmy” Uba. On August 5, 2019, in connection with the closing of the Company’s IPO, we entered into an employment agreement with Mr. Uba.

Employment Term and Position. The term of employment of Mr. Uba is three years from the closing of our IPO on August 5, 2019, subject to automatic one-year extensions provided that neither party provides written notice of non-extension at least one hundred twenty (120) days prior to the expiration of the then-current term. During the term of employment, Mr. Uba will serve as Chairman of the Board, President and Chief Executive Officer of the Company.

Base Salary, Annual Bonus and Equity Compensation. Pursuant to his employment agreement, Mr. Uba is entitled to initial base salary of $340,000. In addition, Mr. Uba will be eligible to receive annual performance-based cash bonuses, the amount and terms of

which shall be in the discretion of the Compensation Committee. Mr. Uba will also be eligible to receive equity awards, the form and terms of which will be determined by our Board of Directors or the Compensation Committee in their discretion.

Jeffrey Uttz. On September 29, 2022, the Board appointed Jeffrey J. Uttz as Chief Financial Officer, effective as of October 3, 2022. On September 30, 2022, Mr. Uttz entered into an employment agreement with the Company, effective October 3, 2022.

Employment Term and Position. The term of employment of Mr. Uttz is three years from October 3, 2022, subject to automatic one-year extensions provided that neither party provides written notice of non-extension at least one hundred twenty (120) days prior to the expiration of the then-current term. During his term of employment, Mr. Uttz will serve as Chief Financial Officer of the Company.

Base Salary, Annual Bonus, Equity Compensation and Other Benefits. Pursuant to his employment agreement, Mr. Uttz is entitled to a base salary of $350,000. In addition, Mr. Uttz is eligible to receive (i) a one-time signing bonus in the amount of $75,000, (ii) annual performance-based cash bonuses, the amount and terms of which shall be in the discretion of the Compensation Committee of the Board, and (iii) equity awards, the form and terms of which was set forth pursuant to the applicable equity incentive plan and applicable award agreements. Mr. Uttz is entitled to other employee benefits including paid vacation in accordance with the Company’s policies and reimbursement of reasonable business expenses.

Shahin Allameh. On July 9, 2021, the Board appointed Shahin Allameh as Chief Operating Officer of the Company, effective as of July 26, 2021. On July 9, 2021, Mr. Allameh entered into an employment agreement with the Company, effective July 26, 2021.

Employment Term and Position. The term of employment of Mr. Allameh is until July 31, 2024, subject to automatic one-year extensions provided that neither party provides written notice of non-extension at least one hundred twenty (120) days prior to the expiration of the then-current term. During his term of employment, Mr. Allameh will serve as Chief Operating Officer of the Company.

Base Salary, Annual Bonus, Equity Compensation and Other Benefits. Pursuant to his employment agreement, Mr. Allameh is entitled to a base salary of $270,000. In addition, Mr. Allameh will be eligible to receive (i) annual performance-based cash bonuses, the amount and terms of which shall be in the discretion of the Compensation Committee of the Board, and (ii) equity awards, the form and terms of which will be as set forth pursuant to the applicable equity incentive plan and applicable award agreements. Mr. Allameh will also be entitled to other employee benefits including paid vacation in accordance with the Company’s policies and reimbursement of reasonable business expenses.

Robert Kluger. On March 16, 2020, Mr. Kluger entered into an employment agreement as Chief Development Officer with the Company, effective May 1, 2020. On August 23, 2024, the Board appointed Robert Kluger as an Executive Officer of the Company.

Employment Term and Position. The term of employment of Mr. Kluger is until May 1, 2023, subject to automatic one-year extensions provided that neither party provides written notice of non-extension at least one hundred twenty (120) days prior to the expiration of the then-current term. During his term of employment, Mr. Kluger will serve as Chief Development Officer of the Company.

Base Salary, Annual Bonus, Equity Compensation and Other Benefits. Pursuant to his employment agreement, Mr. Kluger is entitled to a base salary of $260,000. In addition, Mr. Kluger will be eligible to receive (i) annual performance-based cash bonuses, the amount and terms of which shall be in the discretion of the Compensation Committee of the Board, and (ii) equity awards, the form and terms of which will be as set forth pursuant to the applicable equity incentive plan and applicable award agreements. Mr. Kluger will also be entitled to other employee benefits including paid vacation in accordance with the Company’s policies and reimbursement of reasonable business expenses.

Arlene Petokas. On September 30, 2021, Ms. Petokas entered into an employment agreement as Chief People Officer with the Company, effective October 18, 2021. On August 23, 2024, the Board appointed Arlene Petokas as an Executive Officer of the Company.

Employment Term and Position. The term of employment of Ms. Petokas is until October 18, 2024, subject to automatic one-year extensions provided that neither party provides written notice of non-extension at least one hundred twenty (120) days prior to the expiration of the then-current term. During her term of employment, Ms. Petokas will serve as Chief People Officer of the Company.

Base Salary, Annual Bonus, Equity Compensation and Other Benefits. Pursuant to his employment agreement, Ms. Petokas is entitled to a base salary of $260,000. In addition, Ms. Petokas will be eligible to receive (i) annual performance-based cash bonuses, the amount and terms of which shall be in the discretion of the Compensation Committee of the Board, and (ii) equity awards, the form and terms of which will be as set forth pursuant to the applicable equity incentive plan and applicable award agreements. Ms. Petokas will

also be entitled to other employee benefits including paid vacation in accordance with the Company’s policies and reimbursement of reasonable business expenses.

Grants of Plan-Based Awards Table

The following table sets forth information concerning awards granted to the NEOs during the 2024 fiscal year under our 2018 Incentive Compensation Plan: